Except to the extent that changes are expressly agreed with the Client in writing, these Standard Terms of Business shall apply to all services provided by EB Charging Ltd, a company registered in England and Wales with company number 09444771 with its registered office at at 6b Parkway, St Albans, Hertfordshire, AL3 6PA, United Kingdom (“EB​”) to the Client to the exclusion of any other terms and conditions.

The Quotation and these Terms of Business, together with any supplemental terms and conditions expressly agreed in writing, form the entire agreement with the Client (the “Agreement​”).

1. DEFINITIONS

In these Terms of Business, unless the context requires otherwise:

2. TERM AND TERMINATION

2.1. EB will continue to work for the Client until the Services are completed or as outlined in the Quotation.

2.2. Either party shall have the right to terminate this Agreement immediately by notice in writing ​if the other party:

2.2.1. commits any material breach of the Agreement that is not capable of remedy;

2.2.2. commits any material breach of the Agreement that is capable of remedy and fails to remedy it within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

2.2.3. is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary (other than for the purposes of an amalgamation or reconstruction), or makes an arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any analogous event occurs in any relevant jurisdiction.

2.3. Upon termination of this Agreement:

2.3.1. all Fees due to EB, up to and including those due on the date of termination, shall be paid to EB immediately; and

2.3.2. each party shall upon written request from the other return to the other all property and documentation of the other that is in its possession or control.

3. OBLIGATIONS ON PARTIES

3.1. EB agrees that:

3.1.1. it shall use reasonable care and skill in carrying out the Services;

3.1.2. all employees or subcontractors used by EB for the purposes of carrying out EB’s obligations under this Agreement will have the necessary expertise and skills to perform such obligations; and

3.1.3. if EB works at the Client’s premises, EB will comply with the Client’s reasonable instructions.

3.2. The Client agrees that:

3.2.1. it shall promptly provide EB with all assistance, co-operation and information required by EB in performing and completing the Services, including without limitation, where Services are carried out at the Client’s premises, suitable access and facilities and access to the Client’s email, intranet or any IT system relevant to the performance of the Services;

3.2.2. it will not place reliance on any draft reports, conclusions or advice, whether oral or written, issued by EB as the same may be subject to further work, revision and other factors which may mean that such drafts are substantially different from any final report or advice issued;

3.2.3. the Client will remain responsible for any commercial decisions that it makes, and in taking such decisions, regard must be had to the restrictions on the scope of EB’s work and to the large number of other factors, commercial and otherwise, of which the Client is, or should be, aware from sources other than EB’s work;

3.2.4. any advice given or report issued by EB is confidential and provided for the Client’s use and benefit only and in connection with the purpose in respect of which the Services are provided;

3.2.5. it has the full power to enter into this Agreement; and

3.2.6. it has read, understood and agrees to all of the terms and conditions contained in this Agreement.

4. INTELLECTUAL PROPERTY RIGHTS

4.1. EB (or its licensors or third party suppliers, as applicable) will own and retain ownership of all Intellectual Property Rights in all materials, programs, tools, software, deliverables, letters, emails, reports, written advice or other documents (whether in paper or electronic form) provided by EB to the Client or used, created or developed by EB in the course of providing the Services (which may include iBay, e-Taxi demonstrator programme, EVolve Telematics and Electrify Campaign) (“Materials​”).

4.2. Subject to the payment of the Fees in full, EB hereby grants the Client a non-transferable, non-sublicensable licence to use the Materials solely for its own internal business purposes and for the particular purpose or purposes for which the Materials were prepared or provided.

5. FEES, DISBURSEMENTS AND PAYMENT

5.1. The Client must pay the Fees to EB in accordance with this Agreement and the Quotation.

5.2. Except as varied by the specific terms of the Quotation, EB will invoice the Client for the Fees (or part thereof) upon the commencement of the Services, or upon completion of the Services, or at appropriate stages in the provision of the Services. The Client shall pay EB’s invoices within 14 days of the invoice date.

5.3. All sums payable to EB under this Agreement:

5.3.1. are exclusive of Value Added Tax, and the Client shall in addition pay an amount equal to any Value Added Tax chargeable on those sums on delivery of a Value Added Tax invoice; and

5.3.2. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law, in which case the Client shall pay to EB such additional amount as shall ensure that EB receives the total amount that it would have received if no such withholding or deduction had been required).

5.4. Without prejudice to any of its other rights, if the Client fails to make any payment when due, EB shall be entitled to:

5.4.1. charge the Client interest on the amount due and not paid, for the duration that the payment is outstanding, at a rate of 4% over the base rate of HSBC Bank plc (as varied from time to time); and/or

5.4.2. suspend performance of EB’s obligations under this Agreement without any liability to the Client for any loss or damage suffered or incurred in respect of the suspension for so long as any payment remains outstanding.

5.5. Where EB provides the Client with services that are outside the scope of the Services (as set out in the Quotation), the Client must pay EB’s standard hourly rates for providing such services, which standard hourly rates will be as amended by EB from time to time. These Terms of Business shall apply to all services that are outside the scope of the Services.

5.6. If the Client wishes to dispute an invoice it must: (a) pay EB all parts of the invoice that are not the subject of a bona fide dispute; and (b) give EB notice of the dispute and the reasons why the Client disputes the relevant invoice, before the due date for payment of the invoice.

6. LIABILITY

6.1. Nothing in these Terms of Business shall limit or exclude EB’s liability for:

6.1.1. death or personal injury caused by its negligence;

6.1.2. fraud or fraudulent misrepresentation; or

6.1.3. any liability which cannot be limited or excluded by applicable law.

6.2. The exclusions and limitations of liability contained in these Terms of Business shall apply regardless of whether the loss or damage was foreseeable or whether the Client notifies EB of the possibility of any greater loss.

6.3. Subject to Clause 6.1, EB shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with these Terms of Business, the Quotation, the Services and/or this Agreement for:

6.3.1. loss of profits or revenue;

6.3.2. loss of sales or business;

6.3.3. loss of agreements or contracts;

6.3.4. loss of anticipated savings;

6.3.5. loss of or damage to reputation or goodwill;

6.3.6. loss of use or corruption of software, data or information; or

6.3.7. any indirect, incidental, special or consequential loss.

6.4. Subject to Clauses 6.1 and 6.3, EB’s total aggregate liability to the Client, whether in contract, in tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with these Terms of Business, the Quotation, the Services and/or this Agreement shall, in respect of any loss or damage, be limited to the total Fees paid by the Client to EB in the twelve month period immediately preceding the month in which the liability arose.

6.5. EB accepts no liability for any damage caused to the Client’s information technology systems by the introduction of any viruses, trojans, worms, logic bombs or other material that are technologically harmful. Whilst EB will make reasonable efforts to ensure that its website, its systems, its computer server and any electronic communications are virus free, EB cannot guarantee that this is the case. The Client must therefore obtain and maintain its own virus protection software to protect its IT systems.

6.6. The Client accepts that this Agreement is between the Client and EB only, and EB shall have sole liability for the work carried out for the Client under this Agreement, subject to the other provisions of this Clause 6. No director, associate, officer, employee, contractor or consultant of EB shall be personally responsible to the Client in the event of any breach of this Agreement, nor have any liability to the Client for any loss or damage howsoever arising as a consequence of the acts or omissions of such director, associate, officer, employee, contractor or consultant (including but not restricted to negligent acts or omissions) or at all.

6.7. Each provision of this Clause 6, limiting or excluding liability, operates separately and shall survive independently of the other provisions.

7. EXCUSED NON-PERFORMANCE

7.1. EB shall not be liable for any loss or damage suffered or incurred by the Client arising from EB’s delay or failure to fulfil or otherwise discharge any of its obligations under this Agreement where such delay or failure is caused by the Client’s non-performance of any of its obligations, industrial dispute, sudden or substantial depletion of EB’s staff, reason of force majeure or any other cause or circumstance beyond EB’s reasonable control.

8. NON-SOLICITATION

8.1. During the term of this Agreement and for a period of 6 months from its termination, neither party will induce, entice or solicit for employment any member of the other’s then current personnel. This does not prohibit either party from soliciting employment by general advertisement.

8.2. In respect of any breach by the Client of Clause 8.1, EB, in addition to any other remedies available in the Agreement or at law, shall be entitled to recover from the Client the costs of recruiting and training a replacement for any member of EB’s personnel employed or solicited for employment.

9. CONFIDENTIALITY

9.1. Each party agrees that where one party (the “Disclosing Party​”) has provided Confidential Information to the other party (the “Receiving Party​”), the Receiving Party will:

9.1.1. treat it as confidential;

9.1.2. not disclose it to any third party without the prior written consent of the Disclosing Party; and

9.1.3. use it solely for the purposes of the commercial relationship between the parties.

9.2. Each of the parties acknowledges that the requirements of Clause 9.1 shall not apply to any part of the Confidential information which:

9.2.1. is or becomes public knowledge without breach of this Clause by the Receiving Party;

9.2.2. can be shown to have been in the Receiving Party’s lawful possession prior to receipt from the Disclosing Party or to have been developed by or for the Receiving Party at any time independently of any disclosure by the Disclosing Party; or

9.2.3. is required to be disclosed by law or regulation.

9.3. All documents incorporating any of the Confidential Information that are received from the Disclosing Party shall remain the property of the Disclosing Party (or other owner of them) and the Receiving Party shall exercise reasonable care to keep them safe from access by unauthorised persons, and shall return them to the Disclosing Party on demand.

9.4. The Client agrees that EB may disclose that it is providing the Services to the Client and the type of Services that it is providing in its marketing and similar materials.

10. DATA PROTECTION

10.1. The parties acknowledge and agree that, to the extent that either party processes personal data of the other party in relation to this Agreement, they shall each be controllers in respect of the processing of such personal data.

10.2. Each party agrees to comply with all applicable requirements of Data Protection Law in relation to any personal data it processes under this Agreement.

11. GENERAL

11.1. Each party shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010.

11.2. The terms of this Agreement which expressly or by implication are intended to survive its termination or expiry, will survive and continue to bind all parties.

11.3. The parties may correspond by email and both agree to accept the risks of using email, including but not limited to the risks of viruses, interception and unauthorised access. Each party agrees to use commercially reasonable procedures to check for commonly known viruses in information sent and received electronically, but recognises that such procedures cannot be a guarantee that transmissions will be virus free.

11.4. EB may amend these Terms of Business from time to time. EB will notify the Client of any proposed changes and unless EB hears from the Client to the contrary within 14 days following such notification, the amendments and/or new terms will come into effect from the end of that period. Any variation to the terms of the Quotation will need to be agreed in writing between the parties.

11.5. The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

11.6. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of the Agreement.

11.7. If there is any inconsistency between these Terms of Business and the terms of the Quotation, the Quotation shall take priority.

11.8. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.

11.9. The parties agree that the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement. EB’s services are provided solely for the benefit of the Client and this Agreement is enforceable only by the Client and EB and not by any third party. EB shall not be under any duty to, or have any responsibility towards, any other person (including without limitation the Client’s holding company, subsidiaries, affiliates or third parties) in connection with any matter (unless that person is also EB’s client in relation to such matter), even if the objective of the Client’s instructions is to confer a benefit upon that other person.

11.10. These Terms of Business and the Quotation contain the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters.

11.11. The Client confirms that, in entering into the Agreement, it has not relied on and shall have no remedy in respect of any statement, representation or warranty that is not set out in this Agreement and agrees that the only remedy available to it for breach of any statement, representation or other term that is expressly set out in the Agreement shall be for breach of contract. Nothing contained in this Clause shall however operate to limit or exclude any liability of EB for fraud or fraudulent misrepresentation.

12. LAW AND JURISDICTION

12.1. This Agreement, and any non-contractual disputes or claims arising out of it, shall be governed by and construed in all respects in accordance with English law.

12.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

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