BACKEND SERVICES SUPPLEMENTAL TERMS

1.General

1.1 These Supplemental Terms apply to Backend Services purchased by the Customer under an Order.

1.2 Capitalised terms not defined in these Supplemental Terms shall have the meaning given to them in the General Terms of Sale

2.Definitions

Authorised User means any employee, agent, contractor or other individual authorised by the Customer to access and use the Backend Services;

Charge Point means any electric vehicle charge point connected to or managed through the Backend Services.

Charging Session means a charging event initiated through and recorded by the Backend Services.

Dynamic Load Management means functionality that manages and allocates available electrical capacity across one or more Charge Points.

Firmware means software embedded within or supplied with Charge Point hardware.

Territory means the United Kingdom.

Third Party Services means software, platforms, communications services, payment services, roaming services, cloud services, data services and other products or services supplied by third parties and used in connection with the Backend Services.

3. Scope of Backend Services

3.1 EVOLT shall provide the Backend Services specified in the applicable Quotation.

3.2 The Backend Services may comprise standard services, optional services and usage-based services.

3.3 The Backend Services are intended to support the operation, monitoring, management, administration and commercial operation of Charge Points and may include:

(a) charge point management functionality;

(b) e-mobility and driver services;

(c) user and account management;

(d) tariff, billing and payment functionality;

(e) reporting and analytics;

(f) roaming and interoperability services;

(g) load management functionality;

(h) operational support services; and

(i) white-label services.

2.4 The EVOLT may modify, enhance, replace, discontinue or reconfigure elements of the Backend Services from time to time, provided that the overall nature of the Backend Services is not materially diminished.

4. Charges and Charging Methodology

4.1 General – Charges for the Backend Services shall be payable in accordance with the General Terms of Sale, the applicable Quotation and any applicable Order.

4.2 Recurring Charges – Recurring Charges shall be payable in advance in accordance with the payment schedule set out in the applicable Quotation.

4.3 Usage-Based Charges – Where specified in the applicable Quotation, usage-based Charges may be calculated by reference to:

(a) Charging Sessions;

(b) energy throughput;

(c) Charge Points connected to or managed through the Backend Services;

(d) active users;

(e) payment transactions;

(f) roaming transactions;

(g) API usage; or

(h) any other usage metric specified in the applicable Quotation or Order.

4.4 Measurement Methodology – Unless otherwise stated in the applicable Quotation, all usage-based Charges shall be measured using records generated by the Backend Services.

4.5 EVOLT Records – Records generated by the Backend Services shall constitute prima facie evidence of usage levels and amounts payable unless manifest error is demonstrated.

4.6 Third Party Charges – Where applicable, EVOLT may charge or deduct agreed transaction fees, payment processing fees, roaming fees or other third-party charges identified in the applicable Quotation.

4.7 Revenue Collection – Where EVOLT collects charging revenues on behalf of the Customer, EVOLT shall account for and remit amounts successfully received by Supplier in accordance with the Agreement. Whilst EVOLT shall use reasonable endeavours to facilitate the collection of charging revenues through the Backend Services, EVOLT does not guarantee the successful collection, recovery or receipt of all amounts payable by End Users and shall not be liable for any unpaid, disputed, refunded, reversed, charged back or otherwise uncollectable amounts. EVOLT does not warrant or guarantee any minimum level of revenue, utilisation or financial performance arising from the operation of the Charge Points.

5. Third Party Technology Disclaimer

5.1 The Backend Services are provided using software, platforms, systems and technology supplied, operated and maintained by third-party providers.

5.2 Subject to the terms of the Agreement, EVOLT grants Customer a non-exclusive, non-transferable and non-sublicensable right to access and use the Backend Services within the Territory for its internal business purposes. Firmware is expressly excluded from the scope of the Backend Services.

5.3 The Customer acknowledges that the availability, functionality and performance of the Backend Services are dependent upon Third Party Services, communications infrastructure and the continued operational condition of the Charge Points. EVOLT does not warrant that any Third Party Service will be uninterrupted, error-free, continuously available or free from modification, suspension, restriction or discontinuance.

5.4 To the fullest extent permitted by law, EVOLT shall not be liable for any failure, degradation, interruption, delay, unavailability, modification or discontinuance of the Backend Services arising from Third Party Services. Where reasonably practicable, EVOLT shall use reasonable endeavours to mitigate the impact of such matters, keep the Customer reasonably informed of material service disruptions and restore the affected Backend Services as soon as reasonably practicable.

5.5 EVOLT may at any time replace technologies, migrate to alternative platforms, replace third-party providers, modify technical architecture or otherwise change the means by which the Backend Services are delivered, provided that substantially equivalent Backend Services continue to be provided. The Customer shall provide such reasonable cooperation as EVOLT may require to facilitate any such migration.

5.6 Any migration undertaken pursuant to clause 5.5 shall not:

(a) require Customer consent;

(b) constitute a variation of the Agreement; or

(c) entitle the Customer to terminate the Agreement solely as a result of the migration.

5.7 EVOLT may suspend or restrict access to the Backend Services where reasonably required as a consequence of any failure, restriction, suspension or termination of Third Party Services.

6. Backend Services Description

6.1 Charge Point Management – The Backend Services may include functionality enabling the monitoring, management, configuration, administration and operation of Charge Points.

6.2 User and Account Management– The Backend Services may include functionality relating to user administration, authentication, access controls, account management and customer administration. Certain administrative activities may be performed exclusively by EVOLT.

6.3 Tariff, Billing and Payment Functionality – The Backend Services may include functionality relating to tariff management, charging session calculation, billing, payment processing, settlement and related commercial administration.

6.4 Reporting and Analytics – The Backend Services may include reporting, analytics, dashboard, data export and related information management functionality. EVOLT does not warrant the completeness, accuracy or timeliness of information originating from Charge Points, communications networks or Third Party Services.

6.5 Roaming and Interoperability – The Backend Services may include roaming, interoperability, integration and connectivity services between Charge Points, users, networks and third-party platforms. The availability of such functionality may depend upon Third Party Services and industry participants.

6.6 Load Management – Where included in an Order, the Backend Services may include Dynamic Load Management and other energy management functionality. EVOLT may implement output limits, charging profiles or load balancing controls as part of such services.

6.7 White-Label Services– The Backend Services may be provided on a white-label basis. Nothing in the Agreement transfers ownership of any intellectual property rights in the Backend Services, which shall remain vested in EVOLT and/or its licensors.

6.8 Operational Support – The Backend Services may include operational support, network administration, back-office administration, issue management and migration support services.

7. Connectivity and Integration

7.1 The Customer shall ensure that Charge Points have appropriate connectivity, infrastructure and communications capabilities required for operation of the Backend Services.

7.2 The EVOLT may require interoperability testing before connecting third-party hardware, software or systems to the Backend Services. Any associated costs may be charged to the Customer.

7.3 EVOLT shall not be responsible for any failure of the Backend Services resulting from the Customer’s connectivity, communications infrastructure, local network environment Charge Points or third-party technology.

8. Public and Private Charging Networks

8.1 Public Charging Networks – Where Charge Points are made publicly available, EVOLT may publish or make available information relating to those Charge Points through applications, mapping services, roaming networks, interoperability platforms and other relevant channels. The Customer acknowledges and agrees that information relating to public Charge Points, including location, availability, accessibility, pricing, operational status and other information required by applicable law, may be collected, processed, reported, shared and made publicly available by EVOLT to the extent necessary to comply with applicable legal and regulatory requirements, industry standards and interoperability obligations, including the Public Charge Point Regulations 2023 and any successor legislation. The Customer shall provide EVOLT with such information and assistance as Supplier may reasonably need to enable compliance with such obligations. The Customer grants EVOLT a non-exclusive, royalty-free licence to use the Customer’s name, trade marks and logos for the purposes of operating, promoting and supporting the relevant charging network.

8.2 Private Charging Networks – Where Charge Points are operated on a restricted-access basis, Customer may limit access to Authorised Users. The Customer shall regularly review and maintain accurate records of Authorised Users and provide such information to EVOLT upon reasonable request.

9. Data Protection and Data Use

9.1 Each Party shall act as an independent Controller in respect of personal data for which it determines the purposes and means of processing.

9.2 Where EVOLT processes personal data on behalf of the Customer, EVOLT shall act as Processor and shall process such personal data in accordance with applicable data protection legislation and any applicable data processing agreement.

9.3 EVOLT may use operational, technical and performance data generated through the Backend Services for reporting, analytics, modelling, benchmarking and service improvement purposes, provided that personal data is handled in accordance with applicable law.

10. Customer Obligations

10.1 In addition to its obligations under the General Terms of Sale, the Customer shall:

(a) provide accurate information relating to its Charge Points;

(b) provide information necessary for configuration and administration of the Backend Services;

(c) cooperate with EVOLT in diagnosing faults and service issues; and

(d) obtain all rights and permissions necessary for any third-party systems connected to the Backend Services.

10.2 The Customer shall ensure that all Charge Points connected to the Backend Services are maintained in accordance with the manufacturer’s recommendations and are subject to appropriate maintenance and support arrangements, whether provided by Supplier or a competent third party. The Customer acknowledges that the performance and availability of the Backend Services depend upon the continued operational condition of the Charge Points and associated communications infrastructure. EVOLT shall not be liable for any failure, degradation or interruption of the Backend Services to the extent caused by defective, damaged, unsupported or inadequately maintained Charge Points or by any act or omission of a third-party maintenance provider.

10.3 The Customer shall not: (a) copy, modify, decompile or reverse engineer the Backend Services; (b) attempt to gain unauthorised access to the Backend Services; or (c) use the Backend Services other than in accordance with the Agreement.

11. Service Availability

11.1 EVOLT shall use reasonable skill and care in providing the Backend Services.

11.2 Unless expressly agreed in a separate Service Level Schedule, EVOLT does not warrant uninterrupted, fault-free or error-free operation of the Backend Services.

11.3 EVOLT may suspend access to the Backend Services for maintenance, upgrades, security measures, emergency works, migrations or to protect the integrity, security or operation of the Backend Services.

Backend Services – Pricing Schedule

This Pricing Schedule forms part of the Agreement and applies to any Backend Services purchased by the Customer. Capitalised terms not defined in this Pricing Schedule shall have the meanings given to them in the Agreement and the Backend Services Supplemental Terms.

1. General

1.1 Charges for Backend Services shall be those specified in the applicable Quotation.

1.2 Charges may comprise:

(a) recurring Charges;

(b) usage-based Charges;

(c) transaction-based Charges;

(d) third-party pass-through Charges;

(e) professional services Charges;

(f) implementation Charges;

(g) migration Charges; and/or

(h) any other Charges specified in the Quotation.

1.3 Unless expressly stated otherwise in the Quotation:

(a) recurring Charges shall be invoiced and payable in advance; and

(b) usage-based Charges shall be invoiced in arrears.

1.4 All Charges are exclusive of VAT and any other applicable taxes, duties and levies, which shall be payable by the Customer in addition.

1.5 In the event of any inconsistency between this Pricing Schedule and the Quotation, the latter shall prevail.

1.6 The Quotation shall specify the commercial arrangements applicable to the Customer, including:

(a) the Backend Services purchased;

(b) the applicable Charges;

(c) the charging model;

(d) any usage-based charging metrics;

(e) any transaction fees;

(f) any third-party pass-through Charges;

(g) implementation Charges;

(h) migration Charges;

(i) professional services Charges; and

(j) any Customer-specific pricing arrangements.

1.7 EVOLT may offer different charging structures for different Customers, including:

(a) recurring subscription Charges;

(b) per-Charge Point Charges;

(c) per-session Charges;

(d) transaction-based Charges;

(e) revenue-share arrangements;

(f) usage-based Charges; or

(g) any combination of the above.

1.8 Unless expressly specified in the Quotation, the Customer shall have no entitlement to any service, feature, functionality or optional module that is not included within the applicable Charges.

2. Recurring Charges

2.1 Recurring Charges may be calculated by reference to:

(a) a platform subscription fee;

(b) the number of Charge Points connected to the Backend Services;

(c) the number of active Charge Points;

(d) the number of Authorised Users;

(e) the number of locations or sites;

(f) the number of customer accounts;

(g) the number of charging networks;

(h) white-label services;

(i) Dynamic Load Management services;

(j) support services; or

(k) any other recurring metric specified in the Quotation Acceptance Form.

2.2 Recurring Charges shall continue throughout the applicable subscription period irrespective of actual usage of the Backend Services unless otherwise stated in the Quotation Acceptance Form.

3. Usage-Based Charges

3.1 Where specified in the Quotation, EVOLT may charge by reference to one or more usage metrics including:

(a) Charging Sessions;

(b) energy throughput;

(c) payment transactions;

(d) roaming transactions;

(e) API usage;

(f) data usage;

(g) messaging usage;

(h) driver accounts; or

(i) any other usage metric identified in the Quotation.

3.2 Unless otherwise specified in the Quotation, all usage metrics shall be measured using records generated by the Backend Services.

3.3 The records, reports and logs generated by the Backend Services shall constitute prima facie evidence of usage levels and amounts payable, absent manifest error.

4. Transaction Fees and Revenue Collection

4.1 Where specified in the Quotation, EVOLT may apply transaction fees to charging sessions processed through the Backend Services.

4.2 Transaction fees may apply regardless of:

(a) the payment method used;

(b) the type of End User;

(c) whether the charging session is processed through a roaming network;

(d) whether the charging session is processed through a fleet account; or

(e) whether the charging session is processed through a PAYG, membership or contactless arrangement.

4.3 Transaction fees may be charged:

(a) as a fixed amount per charging session;

(b) as a percentage of revenue generated;

(c) as a fixed recurring fee; or

(d) using any other methodology specified in the Quotation Acceptance Form.

5.4 Where EVOLT collects charging revenues on behalf of the Customer, EVOLT shall account only for revenues successfully collected.

4.4 EVOLT shall not be liable for:

(a) non-payment by End Users;

(b) failed payment transactions;

(c) chargebacks;

(d) fraud;

(e) unsuccessful debt recovery; or

(f) amounts that are otherwise not successfully collected.

4.6 Where technically feasible, EVOLT may support collection of overstay charges, penalty charges or similar amounts. EVOLT does not guarantee successful collection or recovery of any such amounts.

4.7 Where charging sessions are processed through standalone contactless payment solutions or third-party payment systems, EVOLT may be unable to apply overstay charges, penalty charges or similar mechanisms.

5. Third-Party Charges

5.1 Where applicable, EVOLT may charge the Customer for costs and fees incurred from Third Party Services used in connection with the Backend Services.

5.2 Such charges may include:

(a) roaming fees;

(b) payment processing fees;

(c) communications charges;

(d) SIM connectivity charges;

(e) messaging charges;

(f) mapping or interoperability platform fees;

(g) cloud hosting charges;

(h) identity or authentication service fees; and

(i) regulatory or compliance-related charges.

5.3 Third-party charges may be charged:

(a) at cost;

(b) at cost plus an administration fee;

(c) at fixed rates; or

(d) in accordance with the methodology specified in the Quotation Acceptance Form.

6. Professional Services and Optional Services

6.1 The following services may be charged separately unless expressly included within the Charges specified in the Quotation:

(a) implementation services;

(b) migration services;

(c) interoperability testing;

(d) project management services;

(e) consultancy services;

(f) custom reporting services;

(g) bespoke integrations;

(h) training services;

(i) data migration services; and

(j) other professional services.

6.2 Professional services may be charged:

(a) on a fixed-price basis;

(b) on a time-and-materials basis;

(c) by reference to agreed rates; or

(d) in accordance with any statement of work agreed between the parties.

7. Annual Review and Price Adjustments

7.1 EVOLT may review Charges annually.

7.2 Without limiting any rights under the Agreement, EVOLT may adjust Charges where such adjustment results from:

(a) increases imposed by third-party providers;

(b) increases in payment processing fees;

(c) increases in roaming fees;

(d) increases in telecommunications or connectivity costs;

(e) changes in applicable laws or regulatory requirements; or

(f) material changes to the scope of the Backend Services.

7.3 Any adjustment shall be implemented in accordance with the Agreement and any applicable notice requirements.

Appendix 1

Pricing Summary Template

The following template may be used in a Quotation to document Customer-specific Charges.

CUSTOMER:

QUOTATION REFERENCE:

SERVICE COMMENCEMENT DATE:

RECURRING CHARGES

Backend Services Platform:

Quantity:

Unit Price:

Billing Frequency:

Charge Point Management Services:

Quantity:

Unit Price:

Billing Frequency:

White-Label Services:

Quantity:

Unit Price:

Billing Frequency:

Dynamic Load Management:

Quantity:

Unit Price:

Billing Frequency:

Driver Support Services:

Quantity:

Unit Price:

Billing Frequency:

USAGE-BASED CHARGES

Charging Session Fee:

Charging Metric:

Unit Price:

Transaction Fee:

Charging Metric:

Unit Price:

Roaming Fee:

Charging Metric:

Unit Price:

API / Data Usage Fee:

Charging Metric:

Unit Price:

OTHER CHARGES

Implementation Services:

Migration Services:

Professional Services:

Third-Party Charges:

Additional Charges:

SPECIAL COMMERCIAL TERMS (IF ANY):

Appendix 1 Precedence

The completion of the Pricing Summary Template is optional.

Where completed and incorporated into a Quotation Acceptance Form, the Pricing Summary Template shall form part of the Agreement and prevail over this Pricing Schedule in relation to the applicable Customer-specific Charges.