Privacy Policy

vehicles, to be provided by the Supplier to the Customer, as specified in more detail in the Commercial Proposal;
EV Battery Charges means the cost of purchase of the EV Battery being sold by Supplier to the Customer, as specified in the Commercial Proposal;
EV Chargers means the physical assets comprised in the electric vehicle chargers and associated hardware for electric vehicle charging (excluding EV Battery), to be provided by the Supplier to the Customer, as specified in more detail in the Commercial Proposal;
EV Chargers Charges means the cost of purchase of the EV Chargers being sold by Supplier to the Customer, as specified in the Commercial Proposal;
EV CMS means the provision of cloud based access to the Supplier service platform and associated software connecting the EV Charging Station to Supplier’s platform via the Supplier Mobile App and Supplier Web App, that permits the Customer to, among other things, monitor their EV Charging Station and access usage and billing data and reporting, diagnostics and remote support, as further outlined in the EV CMS Service Plan;
EV CMS Service Plan means the relevant service plan for the EV CMS, as referred to in the Commercial Proposal/Handbook;
EV CMS Subscription Commencement Date means the date specified in the Commercial Proposal;
EV CMS Subscription Charges means the charges payable for provision of the EV CMS, as specified in the Commercial Proposal;
Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond Supplier’s reasonable control and includes, in particular (without limitation), the following: (a) civil commotion, malicious damage, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (b) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (c) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (d) impossibility of the use of public or private telecommunications or power networks (or outages); (e) pandemic or epidemic; (f) unusual weather conditions; (g) pests or birds; (h) act of God, or act of government, state, war, civil commotion, insurrection, embargo; (i) compliance with any law or governmental order, rule, regulation or direction; (j) accident, breakdown of plant or machinery, electrical outages, power surges, brown-outs, utility load management or any other similar electrical service interruptions; (k) non-availability or limited availability of any wireless or cellular communications network or ISP network necessary for the continued operation by Supplier of the Charging Service or EV Charger; or (l) any unauthorised intrusions onto the Supplier Charging Service network, whatever the cause.
First Fix means the fixing of panels and support material to a roof or structure agreed at the time of technical site survey. For the avoidance of doubt, all external work, pipework and wiring will be undertaken as part of the First Fix, cylinder link-up and final wiring connections will not be made as part of the First Fix;
General Terms means the terms set out in this document;
Go-Live Date means
Handover Pack means the handover pack to be supplied to the Customer upon commissioning of the Modular System (or upon supply, if supply only) specifying the relevant technical and operational details of the Modular System, including the warranties given by Supplier in relation to its component parts;
Initial Term means an initial term commencing on the Commencement Date and continuing for five (5) years following the Go-Live Date, unless otherwise agreed in the Commercial Proposal.
Installer means the responsible party for undertaking the installation and commissioning of the Modular System and EV CMS, as defined in the Commercial Proposal;
Installation Charges means the cost of installing each Modular System charged by Supplier to Customer, as specified in the Commercial Proposal;
Modular System means the Module(s) to be supplied to the Customer by Valor, as described in the Commercial Proposal. Where the Customer has purchased only one Module, all references to Modular System shall be applicable to that Module;
Modules means the hardware elements of each of EV Chargers, EV Battery, Solar System, or Starlink Equipment, as applicable;
O&M Charges means the relevant charges outlined in the Commercial Proposal;
O&M Services means the operation and maintenance services undertaken by Supplier in respect of the Modular System, as further described within the Service Plan agreed in the Commercial Proposal;
O&M Plan means the relevant service plan for O&M Services referred to in the Commercial Proposal;
Order means Customer’s order of the EV Chargers and/or Services as set out in the Commercial Proposal;
Payment Terms means the agreed terms on which the Charges are to be made by Supplier to Customer, as set out in the Commercial Proposal; Platform Provider means any third party platform provider engaged by the Supplier to provide all or part of the EV CMS.
Platform Provider Terms means the terms of the relevant platform provider, as provided by Supplier to the Customer including but not limited to the terms set out at Schedule 2;
Privacy Policy means Supplier’s privacy policy, available at https://valorpower.co.uk/privacypolicy;
Person means a natural person, corporate or unincorporated body (whether or not having separate legal personality); Property means the site or sites referred to in the Commercial Proposal, which may be further outlined in any associated plans attached to the Commercial Proposal (if any);
Property Owner means the legal owner of the relevant Property (which may be the Customer or the person who pays for the electricity consumed on Property by the EV Charger, where there is no independent electricity supply to the EV Charger), as identified in the Commercial Proposal;
Renewal Term means a renewal term of five (5) years, unless otherwise agreed in the Commercial Proposal.
Second Fix means the final link-up of the Solar System, which means wiring the final connection. For the avoidance of

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doubt, all internal work will be carried out and the Solar System will normally be fully operational and commissioned as part of the Second Fix;
Services means all relevant services provided by Supplier hereunder, including Commissioning (where Supplier is the Installer), the EV CMS and the O&M Services;

Site Preparation means any ground or civils works, electrical or other works which Supplier considers reasonably necessary to prepare the Property for installation or relocation of the Modular System including but not limited to, performing any required electrical service upgrades, installing conduit runs and metering, running wiring, installing cell repeaters, ensuring cellular coverage and other site work necessary to provide adequate power and connectivity to each of the EV Charger at the Property, as further described in the Site Preparation Checklist;

Site Preparation Checklist: means the validation checklist in relation to Site Preparation, as attached to the Commercial Proposal, or otherwise agreed by the parties.
Site Preparation Party means the party responsible for undertaking Site Preparation at the Property, as identified in the Commercial Proposal;

Solar System means the physical assets comprised in the solar photovoltaic solar system system(s) which the Customer agrees to buy from the Supplier as set out in the Commercial Proposal, including any solar PV system (where applicable)).
Solar System Charges means the cost of purchase of the Solar System Chargers being sold by Supplier to the Customer, as specified in the Commercial Proposal;

Starlink means Starlink Internet Services UK Limited, a company incorporated in England and Wales with registered company number 12794964 whose registered address is at 7 Albemarle Street, London, United Kingdom, W1S 4HQand/or the Starlink entity as specified in the Starlink Terms as may be amended from time to time;
Starlink Connectivity Services means the internet connectivity services provided by Starlink;

Starlink Equipment means the Starlink equipment required to facilitate the internet connectivity services provided by Starlink;
Starlink Equipment Charges means the cost of purchase of the Solar System Chargers being sold by Supplier to the Customer, as specified in the Commercial Proposal;

Starlink Terms means the terms and conditions governing the provision of the Starlink Equipment and Starlink Connectivity Services as available at https://starlink.com/legal from time to time, depending on the location from which the Authorised Users are accessing or using the Starlink Equipment and Starlink Connectivity Services;
Subscription Charges means the EV CMS Subscription Charges and/or O&M Charges, as applicable and as specified in the Commercial Proposal;

Supplier means Valor Power Limited (company number NI716582);
Supplier Mobile App means the Supplier mobile and tablet application (available on IoS or Android) application which permits, among other things, the Customer and its Authorised Users to access the EV CMS for the Modular System; Supplier Web App means the Supplier application that is accessed by a user via a web browser over the internet and hosted on servers operated by or on behalf of the Supplier, both of which permit, among other things, the Customer and its Authorised Users to access the EV CMS for the Modular System;
Supplier Materials: means all materials, equipment, documents and other property, including tools, systems, cabling, or facilities, provided by or on behalf of the Supplier to the Customer and which is used directly or indirectly in the supply of the Deliverables (excluding the Deliverables);
Supply and Install means the process by which Supplier supplies and installs the Modular System and EV CMS; Target Date: means the target date specified for delivery in the Commercial Proposal;
Total Charges means the total price for the Modular System as set out in the Commercial Proposal;
Third Party Terms means any third party terms that are applicable to the Modular System and/or Services, as set out in the Commercial Proposal, the Handbook and/or as otherwise provided by the Supplier to the Customer.

2. 2.2  Words in the singular shall include the plural and vice versa.
3. 2.3  A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of anyamendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made underit.
4. 2.4  Clause headings shall not affect the interpretation of the Agreement and references to clauses are to the clauses of theseGeneral Terms
5. 2.5  An obligation on Customer not to do anything shall include an obligation to ensure that no steps are taken to preventsuch thing being done, including by any Property Owner.
6. 2.6  Any words following the terms including, include, in particular, for example or any similar expression shall be construedas illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3 Basis of Agreement
3.1 Each party represents, warrants and undertakes to the other that: (a) it has full capacity to enter into the Agreement; (b)

the execution and delivery by it of the Agreement, and compliance with its terms, shall not breach or constitute a default under its constitution, or any other deed, agreement or instrument to which it is bound, and shall not constitute a breach under any order, judgment, decree or other restriction applicable to it (or in the case of Customer only, any Property); (c) subject always to any Consents, it is duly authorised to grant the rights to Supplier under the Agreement and the granting of such rights to Supplier will not violate the rights of any third party (in the case of Customer), or perform its obligations under the Agreement (in the case of Supplier); (d) it has complied with and sought and obtained all necessary consents, authorisations, or any other forms of permission required (if applicable) to enter into the Agreement; and (e) in the case of Customer only, the electrical output to be produced by or usage to be consumed by the Modular System will not violate or otherwise conflict with the terms and conditions of any applicable power purchase or other agreement including,

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without limitation, any lease or licence, to which Customer is a party.

2. 3.2  Customer acknowledges that, in entering into the Agreement, it does not do so in reliance on any representation, warrantyor other provision made by Supplier except as set out in clause 3.1 and as otherwise expressly provided in the Agreement, and any conditions, warranties or other terms implied by statute, common law or otherwise on the part of Supplier are excluded from the Agreement to the fullest extent permitted by law. Customer acknowledges that Supplier has entered into the Agreement, and will take certain decisions hereunder, based on the information provided by Customer, and that the Agreement is drafted accordingly.
3. 3.3  The parties agree that they shall each comply with all laws and regulations applicable to the Agreement (including all Consents (once entered into) in respect of the Property) and in the conduct of its business.

4 Term

1. 4.1  The Agreement and the licence(s) granted hereunder shall come into effect on the Effective Date and, unless terminatedearlier in accordance with its terms, shall continue for the Initial Term and shall roll over into a subsequent Renewal Termfollowing the Initial Term.
2. 4.2  In circumstances where the Renewal Term will apply (as noted in clause 4.1 above), if either party does not wish theAgreement to renew, it shall provide written notice to the other no later than 30 days prior to the expiry of the Initial Term (or any subsequent Renewal Term) of its desire to let the Agreement expire at the end of the Initial Term or the then current Renewal Term. If it does not serve such notice, then the Agreement shall automatically extend into the subsequent Renewal Term from the end of the Initial Term (or then current Renewal Term) on the same terms.

5 Modular System

1. 5.1  In consideration for payment by the Customer of the applicable Charges, the Supplier shall provide or procure theprovision of the Modular System, as set out and described within the relevant Commercial Proposal.
2. 5.2  The Supplier reserves the right to amend the description of the Modular System or any element of the same if requiredby any applicable statutory or regulatory requirements.
3. 5.3  The Customer acknowledges that it has assessed for itself the suitability of the Modular System for its requirements.Supplier does not warrant that the Modular System will be suitable for such requirements, or that any use of the Modular System (including its various Modules) will (including their integration with and general operation of the EV CMS) be uninterrupted or error free.

6 Delivery of the Modular System

1. 6.1  Delivery of the Modular System shall be completed on its arrival at the Delivery Location and Delivered and Deliveryshall be interpreted accordingly.
2. 6.2  The Supplier agrees to use its reasonable endeavours to deliver the Modular System on the Target Date set out in theCommercial Proposal, but does not warrant to do so. The target date set out in the Commercial Proposal shall not be ofthe essence.
3. 6.3  The Supplier shall not be liable for any loss or damage whether arising directly or indirectly from late or incompletedelivery or commissioning of the Modular System. If late or incomplete delivery occurs, Customer undertakes not to reject any part of the Modular System but to accept the Modular System or any part thereof delivered as part performance of this Agreement.
4. 6.4  If Customer fails to take delivery of the Modular System, then, except where this failure is caused by Supplier’s failure to comply with the terms of this Agreement or by an event beyond Customer’s control, the parties agree that: (a) Supplier will store the Modular System (or any part thereof) until delivery takes place and may charge Customer a reasonable sum to cover expenses; and (b) Supplier shall have no liability to Customer for late delivery; and (c) the Supplier shall be entitled to the relevant Delayed Delivery Payments. The parties agree and acknowledge that the Delayed Delivery Payments are reasonable and proportionate to protect Supplier’s legitimate interest in performance by Customer.

7 Installation of Modular System

1. 7.1  Unless otherwise agreed in the Commercial Proposal, the Supplier shall not be responsible for the installation and/orcommissioning of the Modular System and/or the EV CMS.
2. 7.2  Where the Supplier has agreed to act as the Installer, the terms of Schedule 1 shall apply to the Agreement.

8 Transfer of Title of Modular System

1. 8.1  The Supplier warrants that any tangible hardware element of the Modular System (excluding any software providedtherewith) shall be free, and shall remain free until title to the Modular System is (in accordance with clause 8) to pass to the Customer and/or the Credit Provider (as applicable), from any third party rights or encumbrances not disclosed to the Customer prior to the Commencement Date, and that the Customer and/or the Credit Provider (as applicable) may enjoy quiet possession of such Modular System except insofar as the Customer and/or the Credit Provider (as applicable)may be disturbed by any person entitled to the benefit of any third party rights or encumbrances so disclosed or known.
2. 8.2  Until title passes, Customer shall hold the Modular System as bailee for the Supplier and shall store or mark it so that it can at all times be identified as the property of Supplier, keeping it in its original packaging and in safe condition.
3. 8.3  The Supplier may at any time before title passes and without any liability to the Customer: (a) repossess and dismantle or use or sell the EV Charging Solution and by doing so terminate the Customer’s right to use, sell or otherwise deal in it; and (b) for that purpose (or determining what if any Modular System are held by the Customer and inspecting them) enter any premises of or occupied by the Customer.
4. 8.4  Subject to Customer paying to Supplier the Total Charges due and owing on the Payment Dates set out in the Commercial Proposal, the ownership of, and title to, the Modular System shall, from the point of energisation of the

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Modular System, transfer to: (a) Customer (subject to Supplier’s rights and the obligations on Customer under the remainder of this clause 7) where the Customer has made payment of the Total Charges directly to the Supplier; or (b) to the relevant Credit Provider where payment of the Total Charges is made by the Credit Provider on behalf of the Customer via a credit account.

5. 8.5  Risk in the Modular System shall transfer to Customer from the point at which the Modular System has been Delivered to the Delivery Location.
6. 8.6  Nothing in the Agreement or in negotiations or otherwise shall be taken as granting to Customer any right or licence or claim in or to anything other than such Modular System.
7. 8.7  Until title to relevant Modular System has passed to Customer, Customer shall: (i) hold the Modular System on a fiduciarybasis as Supplier’ bailee; (ii) maintain the Modular System in satisfactory condition; and (iii) not purport to sell or otherwise part with possession of the Modular System, but Customer may use the Modular System as contemplated herein. If, before title to the Modular System passes to Customer it becomes subject to any of the events listed in clause 15.1(b) or Supplier reasonably believes that any such event is about to happen and notifies Customer accordingly, or where Customer has not paid any sum subject to a good faith dispute within 14 days of written demand by Supplier, then, without limiting any other right or remedy Supplier may have, Supplier may enter Customer’s Property or the premises of any third party where the Modular System are stored in order to recover them, or suspend Customer’s licence to use the Supplier software and any other use of Supplier services (including Customer’s Authorised Users’ use).
8. 8.8  Supplier may, during the supply of its Services and the Modular System, make statements about or recommendations of third party products or services, or supply third-party manufactured products to Customer. To the utmost extent permitted by law, Supplier gives no warranty in relation to such products or services, and Customer shall rely solely on the warranties and remedies provided by any such third party with whom Customer may contract or given by the relevant third-party manufacturer from whom Supplier may procure the products or services in question.
9. 8.9  Statements made by Supplier relating to the Modular System or other Supplier services, and all recommendations, opinions, surveys and forecasts (together Forecasts) in any communication between Customer and Supplier, if any, are made in good faith on the basis of information available at the time and such Forecasts are addressed only to Customer. Whilst Supplier will use reasonable skill and care in the preparation of such Forecasts, neither Supplier nor any sub- contractor engaged by Supplier shall have any liability in relation to losses or damage incurred as a result of or in relation to Customer’s reliance on such Forecasts and Customer expressly acknowledges that such liability is a business risk that Customer wholly assumes.

9 Modular System Warranties

9.1 Supplier warrants that on delivery of the Modular System, it will:

1. 9.1.1  correspondinallmaterialrespectstothedescriptiongivenbytheSupplierintheCommercialProposal(savethatSupplierdoes not guarantee to supply a particular manufacturer’s Module, or any particular model of the Modules, but only guarantees the size and rating of the relevant EV Charging System, and agrees to honour any particular performance warranties set out in the Commercial Proposal, on the terms outlined therein); and
2. 9.1.2  comply with all applicable statutory and regulatory requirements for selling the Modular System in the United Kingdom.

2. 9.2  Subject to clauses 9.3 and 9.4, the individual Modules are warranted in accordance with and for the periods specified in each case in the Commercial Proposal. The content and duration of all manufacturer warranties are available uponrequest and are provided on a pass-through basis only.
3. 9.3  All warranties provided for by this clause 9 are conditional upon:

1. 9.3.1  wheretheModularSystemhasbeeninstalledand/orcommissionedbyanyoneotherthanSupplier,theModularSystem being correctly installed and/or commissioned (as applicable) in accordance with the Supplier’s oral or written fitting instructions;
2. 9.3.2  the Modular System being serviced, in accordance with the Commercial Proposal and/or Handbook (as applicable), by the Supplier or its authorised contractors;
3. 9.3.3  Customer notifying the Supplier in writing within five (5) Business Days of the first occurrence of a Modular System malfunction; and
4. 9.3.4  the Supplier being given reasonable access to inspect the Modular System after notification of a defect.

4. 9.4  No guarantee or warranty provided by this clause 7 will extend to any defect or malfunction in the Modular System arising from fair wear and tear, wilful damage, negligence by Customer or any third party, Supplier following any drawing or design supplied by the Customer, use of the Modular System in a way that Supplier does not recommend or an alterationor repair carried out by any party other than Supplier.
5. 9.5  Customer shall carry out a thorough inspection of the Modular System at the time of Delivery and shall give writtennotification to the Supplier within the same Business Day of Delivery of any defects which a reasonable examination would have revealed, together with any alleged damage to their property they believe to have been caused during the Delivery and/or installation (where applicable). On receipt of such notification, Supplier will inspect the Modular System on a date agreed between the parties and, if Supplier is satisfied the Modular System is defective, it will (at its discretion):

1. 9.5.1  repair the relevant Module and/or component of the Modular System; or
2. 9.5.2  replace the relevant Module and/or component of the Modular System, subject always to any terms of the CommercialProposal which particularise the relevant remedies available for breach of any warranties detailed therein. WhereSupplier offers a replacement it may exclude labour costs.

6. 9.6  If during Delivery and/or installation, Supplier finds pre-existing damages or defects to Customer’s property, Supplier willnot be liable for repairing these, or costing for repairing these.
7. 9.7  The terms of this Agreement will apply to any repaired or replacement Module and/or component Supplier provides toCustomer further to this clause 9.

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10 EV CMS
10.1In consideration for, and subject to the payment of the EV CMS Subscription Charges, the Supplier grants to the

Customer, a non-exclusive and royalty-free licence to the EV CMS for the Customer’s lawful internal business use, as contemplated herein and shall include any act which is reasonably incidental to such use, beginning on the EV CMS Subscription Effective Date and for the duration of the EV CMS Subscription Term.

2. 10.2  The Supplier warrants that it has the right to grant to the Customer a licence to use the EV CMS as contemplated by clause 10.1 and that the EV CMS shall be delivered with reasonable care and skill.
3. 10.3  The Customer acknowledges that the EV CMS is provided using one or more Platform Providers. The Customer agrees that the Platform Provider Terms provided at Schedule 2 form part of this Agreement. The Customer shall comply, and shall procure that its Authorised Users comply, with the Platform Provider Terms as a condition of access to and use of the EV CMS.

10.4The Supplier shall use reasonable endeavours to make the EV CMS available 24 hours a day, seven days a week, subject to: (i) Scheduled Downtime; (ii) emergency maintenance; and (iii) events outside the Supplier’s reasonable control (including any outages or failures in third party networks, telecommunications or hosting services). Scheduled Downtime means planned maintenance or upgrades during which the EV CMS is unavailable. Where reasonably practicable, the Supplier will provide advance notice of Scheduled Downtime.

5. 10.5  The Supplier does not warrant that the EV CMS will be uninterrupted, error-free or available at any particular time or location, and the Customer acknowledges that the EV CMS may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications.
6. 10.6  The Supplier may modify, update, upgrade, suspend, withdraw or replace any part of the EV CMS (including by changing Platform Providers) where reasonably required for security, compliance, performance or commercial reasons, provided that the Supplier will use reasonable endeavours to minimise material adverse impact on the Customer’s use of the EV CMS.
7. 10.7  Without prejudice to clause 15 (Charges and Payment Terms), the Supplier may suspend access to the EV CMS where any Charges are overdue (save where subject to a genuine good faith dispute) or where necessary to address security, misuse or legal compliance concerns.
8. 10.8  Customer agrees that it shall:

1. 10.8.1  and its Authorised Users shall comply with the Platform Supplier Terms;
2. 10.8.2  keep secure and confidential any EV CMS’ account details, passwords (including for the Supplier Mobile App andSupplier Web App), and use them solely for its own use and/or that of its Authorised Users.
3. 10.8.3  use all reasonable efforts to prevent, and shall be fully liable to Supplier for, any unauthorised access to or use of EV CMS via Customer’s EV CMS account(s) or other equipment, or any use of the Supplier Mobile App and Supplier Web App by any of its Authorised Users in breach of any of end-user licence agreement that Authorised Users may be required to accept as a pre-condition to download and use the Supplier Mobile App and Supplier Web App. Customer shallimmediately notify Supplier upon becoming aware of any such unauthorised use.

10.9 Customer agrees that it shall not:

1. 10.9.1  use the EV CMS for any other purpose other than Customer’s lawful internal business purpose, including to upload, post,display, transmit or otherwise make available (i) any inappropriate, defamatory, obscene, or unlawful content (including any malicious code); (ii) any content that infringes any intellectual or other proprietary right of any party; (iii) any content that promotes pyramid schemes, chain letters, constitutes disruptive commercial messages or advertisements, or is prohibited by applicable law or the Agreement;
2. 10.9.2  sell, resell, license, rent, lease or otherwise transfer the EV CMS or any data collected or maintained by Supplier in connection with the operation of any EV Charger therein to any third party;
3. 10.9.3  interfere with or disrupt the EV CMS, servers, or networks connected to the EV CMS, or disobey any requirements, procedures, policies, or regulations of networks connected to the EV CMS;
4. 10.9.4  attempt to gain unauthorised access to the EV CMS or related systems or networks or any data contained therein, or access or use the EV CMS through any technology or means other than those provided or expressly authorised by Supplier;
5. 10.9.5  reverse engineer, decompile or otherwise attempt to extract the source code of the EV CMS, or any part thereof, or create derivate works therefrom;
6. 10.9.6  copy, frame or mirror any part of the EV CMS, other than copying or framing on Customer’s own intranet or otherwise solely for Customer’s own internal business use and purposes;
7. 10.9.7  access the EV CMS for any competitive purpose, or for any improper purpose whatsoever, including, without limitation, in order to build a competitive product or service; or
8. 10.9.8  use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the EV CMS or collect information about users of the EV CMS for any unauthorised purpose.

10. 10.10  Supplier shall own all Customer Data generated by Customer’s use of the Charging Service, but shall grant Customer alicence to access same via the Charging Service for the Term of the Agreement.
11. 10.11  To deliver the EV CMS, Supplier may enter into contracts with third-party providers of wireless communication networks, such as Starlink, if set out in the applicable Service Plan. Customer agrees that such providers have no liability of any kind to Customer, whether in contract, tort or under any other theory of liability. Customer understands that Supplier and the underlying network provider cannot guarantee the security of any transmissions over such networks and will not be liable for any lack of security relating to the use of the EV CMS.

11 Support Services
11.1 The Supplier will provide support to the Customer in respect of the EV CMS in accordance with the applicable support

tier set out in the EV CMS Service Plan and Commercial Proposal (if any) and any support policy as the Supplier notifies00013087/7.10665602.4

to the Customer from time to time (which will be materially consistent with the foregoing).

2. 11.2  The Customer acknowledges that the Supplier does not provide support directly to the Customer’s Authorised Users andthat the Customer is solely responsible for supporting its Authorised Users.
3. 11.3  Unless otherwise agreed in the Commercial Proposal, i.e. where the Customer is paying for first-line support, the Supplierrequires that incidents are raised only by the Customer’s nominated trained personnel (the number of whom may be limited by Supplier acting reasonably) and may refuse to progress incidents raised by unauthorised persons or where the Customer has not provided the information reasonably required to investigate the issue, i.e. supporting Customer only on a second-tier basis.

12 O&M Services

1. 12.1  In consideration for the O&M Charges, Supplier shall provide Customer with the O&M Services for the Term, beginningon the energisation of the Modular System.
2. 12.2  If Customer is or becomes aware of any malfunctioning EV Charger(s), it shall notify Supplier of such malfunction assoon as possible, so that Supplier may attempt to remotely diagnose any issues with the EV Charger(s) (where possible).
3. 12.3  Callout timeframes, costs and processes depend on the O&M Plan selected by Customer and the relevant manufacturer warranty available for the relevant EV Charger, EV Battery, Solar System and/or Starlink Equipment, as set out in theCommercial Proposal (where Supplier is supplying those Modules).
4. 12.4  Customer will cooperate with Supplier in effecting all repairs and provide all such information as Supplier reasonablyrequires to assess the requirements for callouts and to correctly categorise and troubleshoot faults.
5. 12.5  Supplier shall not be responsible for:

12.5.1any downtime, general issues or faults attributable to Customer or third parties, for example network downtime, or unauthorised intrusions to the Modular System or the Property; or

12.5.2service callouts caused by or required due to Customer’s deliberate or wrongful acts or omissions, or third-party or Customer vandalism, damage or other problems caused by accidents or negligence to or involving the Modular System. 12.5.3The callouts included within the applicable O&M Plans are for malfunctioning of the Modular System due to inherent issues in the Modular System. If Supplier determines that any service callout is attributable to any cause contemplated by clauses 12.5.1 and 12.5.2, it reserves the right to charge for such a callout as an outside-scope callout, on the basis

set out in the relevant O&M Plan.
12.6 Supplier’s obligations under any O&M Plan may include providing labour (subject to the provisions of that O&M Plan) but

shall not cover the costs of any repair or replacement to the Modules and/or components comprised in any Modular System (under any circumstances, other than where caused by Supplier’s or its employees negligent or wrongful acts or omissions), unless agreed in advance and paid for by Customer. For the avoidance of doubt, the only exception to the foregoing is where the Supplier shall liaise with Customer and manufacturer to assist in dealing with any claims which are within the scope of the manufacturer warranty (where this O&M Service comprises part of the Customer’s applicable O&M Plan).

12.7Supplier’s obligations under this clause 12.3 do not include repairing, monitoring or servicing the Customer’s infrastructure, including but not limited to electrical infrastructure, civil and structural infrastructure, and safety and compliance infrastructure (together the Customer Infrastructure).

12.8 Regardless of the O&M Plan elected by the Customer, and for the avoidance of doubt, Supplier shall not incur any costs or work involved in upgrading any Modular System at any time. If Supplier considers such upgrades are required it shall notify Customer and if Customer wishes such upgrade to be implemented, in return for payment of any uplifted O&M Fee agreed between the parties to Supplier, implement such upgrades.

12.9Customer agrees that it shall not interrupt, interfere or tamper with, or cause or permit its employees, agents or representatives (including any relevant Site Owner or other person holding an interest in the Site) to interrupt, interfere or tamper with, Supplier’s performance of O&M Services, or in any other way interfere with Supplier’s exercise of its rights or performance of its obligations under this agreement (which shall apply even where Supplier is not providing O&M Services, and extend to any Site Preparation, EV CMS, etc.).

12.10 Customer shall not directly or indirectly service, repair, modify, tamper with, alter, move or adjust the Modular System, or any associated Supplier markings or advertising (if applicable) hardware, software, equipment or infrastructure, save as expressly permitted or contemplated herein. If Customer does so, it acknowledges that Supplier shall not be responsible for any issues arising in relation to the same.

12.11 Supplier reserves the right to suspend any Services at any time where any Charges are outstanding from Customer to it and/or to require its capital costs for effecting any repair or replacement required to the Modular System pursuant to the Agreement from Customer in advance prior to commencing any such relevant repair or replacement work or ordering any replacement Modules (if applicable and agreed between the parties).

13 O&M Service Warranties

1. 13.1  Unless Supplier is prevented by a Force Majeure Event, the O&M Services shall: (a) conform in all material respects withits description as set out in the Commercial Proposal; and (b) be carried out with reasonable care and skill. This warrantydoes not cover any Modular System faults or defects, and is limited to re-performance of the relevant O&M Services.
2. 13.2  Customer must provide Supplier, in sufficient time, with any information and instructions relating to the O&M Services that is or are necessary to enable Supplier to provide the O&M Services in accordance with the terms of this Agreement. If Customer does not, or if Customer provides Supplier with incomplete, incorrect or inaccurate information or instructions, Supplier may terminate the relevant services on written notice to the Customer, or it may make an additional charge ofa reasonable sum to cover any extra work that is required.

14 Customer Obligations

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14.1 The Customer shall:
14.1.1ensure that the Commercial Proposal are complete and accurate;
14.1.2co-operate with the Supplier in all matters relating to the Deliverables;
14.1.3provide to the Supplier all information and materials reasonably required by the Supplier for the purpose of providing the

Deliverables and ensure that such information and materials are accurate and complete in all material respects; 14.1.4provide access to the Customer’s premises and facilities as may reasonably be required by the Supplier for the purpose

of providing the Deliverables as contemplated in these General Terms;
14.1.5respond promptly to any reasonable requests from the Supplier for instructions or approvals required to provide the

Deliverables;
14.1.6be solely and exclusively responsible for the procurement, compliance and maintenance of any and all Consents. While

Supplier may advise Customer on approvals and permissions that may be required for the Modular System and/or the

Services, Supplier shall bear no liability whatsoever for any delay or failure to obtain and comply with any such Consent; 14.1.7be responsible for providing reliable and continuous power supply to the Modular System. Customer shall be responsible for ensuring that the Modular System is kept energised for the duration of the Term and benefits from a valid grid connection and power purchase agreement entered into by Customer, and shall bear all costs associated with same. Responsibility for ensuring the interoperability of, and connection of the Modular System to, the Customer’s own infrastructure and network, including for any G99 or similar connections issues, or for aligning relevant grid harmonics,

or anything similar, are Customer’s responsibility, even where Supplier is providing installation Services;
14.1.8If Customer does not maintain a valid power purchase agreement, this shall not impact Customer’s liability to pay any

Charges as they arise during the Term;
14.1.9Take sole responsibility for any costs associated with the Site or the services to same, including power, rent, rates, other

taxes or duties, or otherwise;
14.1.10 not use the Modular System through any technology or means other than those provided or expressly authorised by

Supplier;
14.1.11 ensure the protection and safety of the Modular System including connections and cabling and to prevent any

interference with the Modular System and connections and cabling;
14.1.12 ensure that Customer Equipment is in good working order and conforms to all relevant legal standards or requirements; 14.1.13 inform the Supplier of all health and safety and security requirements that apply at any of Customer’s premises which

the Supplier will require access to;
14.1.14 obtain, comply with and maintain any and all consents, licences, permissions, certificates, authorisations and approvals,

including, but not limited to, Planning Permission and Building Control approval, which shall be required by any public, local or other authority or regulatory body in connection with the installation and/or use of the System. Supplier shall bear no liability whatsoever for any delay or failure to obtain and comply with any such consent, licence, permission, certificate, authorisation and approval; and

14.1.15 keep and maintain all Supplier Materials at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.

2. 14.2  Additionally, the Customer shall be responsible for ensuring that the Modular System is kept energised for the duration of the Term and benefit from a valid power purchase agreement entered into by Customer, and shall bear all costs associated with same. If Customer is proposing to undertake any work or install any infrastructure that would or might be likely to impact its ability to meet this commitment it shall notify Supplier in advance to seek written consent to same. If Customer does not maintain a valid power purchase agreement, this shall not impact Customer’s liability to pay any Subscription Charges as they arise during the Term. For the avoidance of doubt, save as expressly set out herein with respect to the Modular System, Supplier shall not be responsible for any costs associated with the Site or the services to same, including power, rent, rates, other taxes or duties, or otherwise.
3. 14.3  If the Supplier’s performance of any of its obligations in respect supplying the Deliverables is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation, including but not limited to the Supplier’s delivery of the Deliverables (Customer Default):

14.3.1the Supplier shall without limiting its other rights or remedies have the right to suspend supplying the Deliverables until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

14.3.2the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 9; and

14.3.3the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default, including but not limited to the costs specified in the Commercial Proposal in relation to delayed Delivery dates.

15 Charges and Payment Terms

1. 15.1  The Total Charges and the Subscription Charges are as set out in the Commercial Proposal. VAT will be charged at therate in force on the date of this Agreement.
2. 15.2  The Total Charges shall include delivery of the Modular System (if applicable) to the Customer’s nominated address, andinstallation (if within scope).
3. 15.3  Customer shall pay the Total Charges and the Subscription Charges in the instalments and on the Payment Dates setout in the Commercial Proposal. Any amounts expressed to be payable under the Agreement are exclusive of VAT (ifapplicable). VAT will be charged at the rate in force on the date of the Agreement.
4. 15.4  All amounts and fees stated or referred to in the Agreement: (a) shall be payable in pounds sterling (unless anothercurrency is denominated in the Commercial Proposal); (b) are non-cancellable and non-refundable.

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5. 15.5  Customer is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based onSupplier’s net income or gross revenue) imposed or become due in connection with the provision of the Modular System and/or Services and to Customer under the Agreement. If Customer is located in the UK or the EU, Customer must provide Supplier with the VAT registration number under which Customer is registered in Customer’s member state. If Customer does not give Supplier a VAT registration number before Customer’s transaction being processed, Supplier will not issue refunds or credits for any VAT charged.
6. 15.6  If Customer does not pay any instalment due to Supplier by the Payment Date, Supplier may: (a) charge interest to Customer on the overdue amount at the rate of 8% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Customer shall pay Supplier interest together with the overdue amount; (b) change the pricing for any agreed Services or Modular System, which shall be valid on the basis that all relevant instalments are paid no later than fourteen (14) days from the due date; and (c) suspend the provision of further Services or the provision of the Modular System until the outstanding sums are paid. If it does so, Customer may have to compensate Supplier for any additional costs Supplier incurs.
7. 15.7  Payment of the Charges shall be made to a bank account nominated in writing by the Supplier. If Customer is paying bycredit card, direct debit or other online payment methods, it authorises Supplier to charge Customer’s credit card, bank account or other online payment methods for all Charges payable during the Term. Customer further authorises Supplier to use a third party to process payments and consent to disclose Customer’s payment information to such a third party. Customer must keep its contact information, billing information and credit card information (where applicable) up to date at all times.

15.8Supplier shall, at the start of each calendar year during the Term, with or without notice, be entitled to increase the Subscription Charges payable over the remainder of the Term by:

15.8.1Insofar as the Subscription Charges relate to the subscription fees payable for the Starlink Connectivity Services, by the higher of (a) the percentage increase specified in 15.8.2 below; or (b) the actual increase proposed by Starlink from time to time; or

15.8.2Otherwise, by a percentage increase reflecting the increase in the CPIH Index published by UK Office for National Statistics (or, if it ceases to be published, the closest approximate index elected by Supplier in its reasonable discretion) over the period from the Commencement Date to the end of the previous calendar year, or over each subsequent 12 month period thereafter in respect of any subsequent review date.

15.9 If either party has any reasonable doubts as to the accuracy of any accredited meters used to calculate energy supplied from the Property then the party not responsible for installing the said meter shall be entitled to pay for its own engineer to inspect the meter for accuracy (provided it makes good any damage to the meter and leaves it in good working order following such inspection).

15.10 Customer shall pay all accounts in full and not exercise any rights or set-off or counter-claim against invoices submitted by Supplier. Supplier may, at any time giving notice to Customer, set off any liability of Customer to Supplier against any liability of Supplier to Customer, whether either liability is present or, liquidated or unliquidated, and whether or not either liability arises under the Agreement. Any exercise by Supplier of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.

16 Limitation of Liability and Indemnity – Important – Read Carefully

1. 16.1  Nothing in this Agreement excludes or limits in any way either party’s liability for: (a) death or personal injury caused bySupplier’s negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter for which it would be illegal orunlawful for Supplier to exclude or attempt to exclude its liability.
2. 16.2  Subject to clause 16.1, Supplier shall under no circumstances whatever be liable to Customer, whether in contract, tort(including negligence), breach of statutory duty, or otherwise, for any: (a) loss of income or revenue; (b) loss of profit; (c) loss of business; (d) loss of anticipated savings; (e) waste of time; or (f) any indirect or consequential or special losses, liabilities or damages arising under or in connection with this Agreement and Supplier’s total liability to Customer in respect of all other losses or liabilities arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Total Charges and Subscription Charges paid in the 12 months preceding the date of the relevant claim.
3. 16.3  Supplier will not be liable for any loss suffered by Customer: (a) for any advice given to Customer regarding the Modular System design, suitability for Customer’s needs or the place the Solar System is to be installed or commissioned, for which Customer shall be responsible; (b) as a result of any advice or assistance which Supplier gives or fails to give Customer regarding: (i) the Consents; or (ii) applying for any grant or funding in relation to the Modules or Services or the completion of any related application forms or paperwork; or (c) the Third Party Terms. Supplier gives no guarantee that the Customer’s application for the Consents, or any grant or funding in relation to the Modules or Services will be successful. Customer’s obligations are not conditional upon the granting of any relevant funding or grant support.

16.4The Customer shall indemnify and keep indemnified the Supplier against all losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach of the Third Party by the Customer or any of its users or drivers; (b) any claim that the Customer Data infringes third party rights or is unlawful; and/or (c) the Supplier’s compliance with the Customer’s instructions in relation to Customer Data, except to the extent caused by the Supplier’s negligence or wilful misconduct.

5. 16.5  Any statements made by Supplier around savings that might be achieved by the Solar System or the Solar System performance are indicative and non-binding statements, which are not guaranteed by Supplier.
6. 16.6  Except as set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

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17 Termination
17.1 Without limiting its rights or remedies, each party may terminate this Agreement with immediate effect by giving written

notice to the other party if:
17.1.1the other party commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy

that breach within a period of thirty (30) days after being notified in writing to do so. A material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of the Agreement;

17.1.2the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;

17.1.3the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

17.1.4a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one of more other companies or the solvent reconstruction of that other party;

17.1.5the other party (being an individual) is the subject of a bankruptcy petition or order;
17.1.6a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or

other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or

process is not discharged within 14 days;
17.1.7an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to

appoint an administrator is given or if an administrator is appointed over the other party (being a company);
17.1.8a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has

appointed an administrative receiver;
17.1.9a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the

assets of the other party;
17.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has

an effect equivalent or similar to any of the events mentioned in clauses 17.1.1 to 17.1.9 (inclusive);
17.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole

of its business; or
17.1.12 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable

of managing his own affairs or becomes a patient under any mental health legislation.

2. 17.2  Without limiting its other rights or remedies, Supplier may terminate this Agreement with immediate effect by giving writtennotice to Customer where: (a) Customer fails to pay any amount due under this Agreement on the due date; or (b) Customer undergoes a change of control (as control is defined in Section 1124 of the Corporation Tax Act 2010) such that its business or assets are controlled by any person whose business interests Supplier considers to be competitive with its business interests.
3. 17.3  Without limiting its other rights or remedies, Supplier shall have the right to suspend the supply of the Services or delivery of the Solar System under this Agreement or any other agreement between Customer and Supplier if the Customer fails to pay any amount due under this Agreement on the due date, or Customer becomes subject to any of the events listed in clauses 17.1.1 to 17.1.12, or Supplier reasonably believes that Customer is about to become subject to any of them.

18 Consequences of Termination
18.1 On termination of this Agreement for any reason:
18.1.1Customer shall immediately pay to Supplier all of Supplier’s outstanding Charges for the for the period up to and including

the date of termination or expiry;
18.1.2Customer shall return any property of Supplier’s then held by it. If Customer fails to do so, then Supplier may enter

Customer’s premises and take possession of them. Until they have been returned, Customer shall be solely responsible

for their safe keeping and will not use them for any purpose not connected with this Agreement;
18.1.3the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages

in respect of any breach of this Agreement; and
18.1.4clauses which expressly or by implication have effect after termination shall continue in full force and effect.

18.2 In addition to the provisions set out in clause 18.1, in the event of termination of the Agreement by Supplier pursuant to clause 17.1 or 18.2, Customer shall pay to Supplier any element of then owing Total Charges and (where applicable) the Installation Charges, together with the balance of the O&M Charges and EV CMS Subscription Charges that would otherwise be payable through to natural expiry of the Term, multiplied by the remaining months until natural expiry of the Term. Such amounts shall be invoiced by Supplier and paid by Customer within 14 days of such termination. Save in the case of manifest error, any calculation by Supplier shall be final. The parties agree and acknowledge that the liquidated damages in this clause 18.2 are reasonable and proportionate to protect Supplier’s legitimate interest in performance by Customer.

19 Force Majeure

1. 19.1  Supplier will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations underthe terms of this Agreement that is caused by a Force Majeure Event.
2. 19.2  Supplier’s obligations under this Agreement are suspended for the period that the Force Majeure Event continues, andit will have an extension of time to perform these obligations for the duration of that period. Supplier will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which its obligations under the terms of this Agreement can be performed despite the Force Majeure Event.

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20 Data Protection

1. 20.1  Both parties will comply with all applicable requirements of the Data Protection Law. This clause is in addition to, anddoes not relieve, remove or replace, a party’s obligations under the Data Protection Law.
2. 20.2  The parties acknowledge that for the purposes of the Data Protection Law, in relation to any Personal Data comprised within Customer Data (Customer Personal Data), Customer is the data controller and Supplier is the data processor. Such Personal Data shall only be processed by Supplier in accordance with any lawful instructions reasonably given by Customer from time to time in writing, as reasonably necessary to fulfil the Agreement (including as required by the underlying operating procedures for the EV CMS) and exercise Supplier’s rights and obligations hereunder and as applicable in accordance with the terms of Supplier’s Privacy Policy. Supplier’s Privacy Policy provides detailed noticeof Supplier’s privacy and data use practices concerning any personal data comprised in Customer Data.
3. 20.3  As between the parties, where each party processes any Personal Data provided by or relating to the other party or its employees otherwise than Customer Personal Data, including employee names and email addresses of employees of Customer with whom Supplier interacts (for example), each party acknowledges that they shall act as a data controller in relation to such Personal Data and only process it for specified purposes in accordance with each party’s respective privacy policy for the purposes of contract administration or otherwise in its own legitimate interests, as permitted underData Protection Law.
4. 20.4  Without prejudice to the generality of clause 20.1, Customer must ensure that its use of the EV CMS and all CustomerData is at all times compliant with the terms of the Agreement, all applicable laws and regulations including Data Protection Law (nationally and internationally) and Customer represents and warrants that: (a) it has obtained all necessary rights, releases and permissions to provide all Customer Data to Supplier for the purposes and duration of the Agreement and to grant the rights granted to Supplier in the Agreement; and (b) Customer Data and its transfer to and use by Supplier as authorised by Customer under the Agreement do not violate any laws (including without limitation those relating to export control, the principle of demonstrable “consent” under Data Protection Law, specifically Article 7 of the EU GDPR) and electronic communications) or rights of any third party, or data subject, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised herein is not inconsistent with the terms of any applicable privacy policies. Other than Supplier’s confidentiality obligations under clause 18 and legal obligations under Data Protection Law (as set out in this clause), Supplier assumes no responsibility or liability for Customer Data (including its security or back-up), and Customer shall be solely responsible for Customer Data and the consequences of determining the purpose and manner in which Customer Data is to be processed, used, disclosed, stored, or transmitted.
5. 20.5  Without prejudice to the generality of clause 19.1, Supplier shall, in relation to any Customer Personal Data: (a) process that Customer Personal Data only on the written instructions of Customer unless Supplier is required by Data Protection Law to otherwise process that Customer Personal Data; (b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures; (c) ensure that all personnel who have access to and/or process Customer Personal Data are obliged to keep Customer Personal Data confidential; (d) not transfer any Customer Personal Data outside of the UK or the EEA unless the following conditions are fulfilled: (i) Customer or Supplier has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) Supplier complies with its obligations under the Data Protection Law by providing an adequate level of protection to any Customer Personal Data that is transferred; and (iv) Supplier complies with reasonable instructions notified to it in advance by Customer with respect to the processing of Customer Personal Data; (e) assist Customer, at Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (f) notify Customer without undue delay on becoming aware of a Personal Data breach; (g) at the written direction of Customer, delete or return Customer Personal Data and copies thereof to Customer on termination of the Agreement unless required by Applicable Law to store Customer Personal Data (subject always to Customer having paid Supplier any then outstanding charges owing under the Agreement); and (h) maintain complete and accurate records and information to demonstrate its compliance with this clause.

20.6Customer consents to Supplier appointing the categories of sub-processor listed in the Privacy Policy or otherwise notified to Customer from time to time by Supplier, as third-party processors of any Personal Data processed by Supplier under the Agreement. Supplier confirms that it has entered or (as the case may be) will enter with such third-party processors into a written agreement substantially on those third party’s standard terms of business (which shall at a minimum require such sub-processors to treat any Customer Data as confidential and process any Customer Personal Data in compliance with Data Protection Law). As between Customer and Supplier, Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.

20.7If Supplier is deemed to process any personal data on Customer’s behalf when performing its obligations under the Agreement, the parties record their intention that the Agreement would represent the data processing agreement envisaged by Article 28 of the EU GDPR (and the equivalent provision under UK GDPR), together with the relevant provisions of Supplier’s Privacy Policy, which sets out the categories of personal data and data subjects, where Customer is the data controller and Supplier is a data processor.

20.8 Customer hereby consents to Supplier conducting credit investigations, from time to time, including such requests for and exchange of information to and from consumer reporting agencies or credit grantors as it may require to approve and maintain any funding arrangements to be granted by Supplier in relation to the Services, and to provide payment history information to such agencies.

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21 Confidentiality
21.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions,

processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), including details of any pricing offered by Supplier (where applicable), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. Neither party shall use the other party’s Confidential Information disclosed in connection with the Agreement for any purpose other than as contemplated in the Agreement. Each party agrees to maintain in confidence and protect the other party’s Confidential Information using at least the same degree of care as it uses for its information of a confidential and proprietary nature but in any event at least a reasonable degree of care. Each party agrees to take all reasonable precautions to prevent any unauthorised disclosure of the other party’s Confidential Information.

21.2Each Receiving Party may disclose the Disclosing Party’s Confidential Information: (a) to its employees, officers, representatives, auditors, bankers or professional advisers who need to know such information for the purposes of performing their respective obligations under the Agreement (providing that the Receiving Party shall be responsible and liable for ensuring that such persons comply with this paragraph and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party); and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that it shall (where permitted by law) notify the disclosing party of any compelled disclosure requirement to give it an opportunity to object to such disclosure.

3. 21.3  Supplier shall be entitled to publicly disclose that Customer is using the Services, and may utilise the various trade marks, service trade names, logos used by Customer in connection with its business in doing so. Customer will not make any press announcements or publicise the Agreement in any way without Supplier’s prior written approval.
4. 21.4  This clause 21 shall survive termination of this Agreement.

22 Assignment

Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party. Customer shall not, without the prior written consent of Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.

23 Notices
23.1 All notices sent by Customer to Supplier must be sent to Valor Power at legal@valorpower.com. Supplier may give

notice to Customer at either the e-mail or postal address Customer provides to Supplier in the Commercial Proposal. Notice will be deemed received and properly served 3 days after an e-mail is sent or 4 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that it was sent to the specified e-mail address of the addressee.

23.2The Supplier shall notify Customer of any relevant commercial information relating to the Deliverables, including scheduled or unscheduled downtime, by means of in-application notifications within the Supplier App.

24 General

1. 24.1  Time for performance by Supplier of its obligations hereunder shall not be of the essence.
2. 24.2  If any court or competent authority decides that any of the provisions of the terms of this Agreement are invalid, unlawfulor unenforceable to any extent, the terms will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

24.3Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

24.4 Unless otherwise stated expressly herein, no amendment or variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). The above notwithstanding, Supplier may, acting in its sole discretion, amend these General Terms from time to time. Every time Supplier enters into a new Commercial Proposal with any Customer, the terms applying to the Agreement between the Parties shall be as outlined in the relevant version of these General Terms in force at the time of the signing of the relevant Commercial Proposal.

24.5Each party (including (as applicable) the person signing the Agreement in their individual capacity) represents and warrants to the other that it has full power and authority to enter into the Agreement (or to act on behalf of the party on whose behalf it purports to act, in the case of the individuals) and that it is binding upon such party and enforceable in accordance with its terms.

6. 24.6  The Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover (including any exclusivity agreement or heads of terms). For the avoidance of doubt, the Agreement shall apply to the exclusion of any terms introduced by Customer, through custom, dealing or otherwise. Supplier’s obligations are not contingent on the delivery of any future functionality or features of the Modular System or dependent on any oral or written public comments made by Supplier regarding the Agreement.
7. 24.7  A waiver of any right under this Agreement is only effective if it is in writing and shall not be deemed to be a waiver of

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any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

24.8Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

9. 24.9  The Agreement may be executed in any number of counterparts, each of which will be considered an original, but all of which together will constitute the same agreement. The exchange of a fully executed valid agreement (in counterparts or otherwise) by electronic transmission, or signature via DocuSign, or Customer’s confirmation by email of its agreement to the terms of the Agreement, shall be sufficient to bind the parties to the terms and conditions of the Agreement.
10. 24.10  Nothing in the Agreement and no action taken by the parties pursuant to the Agreement shall constitute, or be deemed to constitute a partnership, association, joint venture, employment relationship or other co-operative entity between the parties. Neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
11. 24.11  A person who is not party to this Agreement shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
12. 24.12  This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of Northern Ireland, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Northern Ireland.

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SCHEDULE 1 – INSTALLATION SERVICES

1. 1  This Schedule 1 applies solely and to the extent that the Supplier has agreed to carry out the Installation Services and isresponsible for undertaking any Site Preparation, in accordance with the Site Preparation Checklist, in advance.
2. 2  Property

1. 2.1  The Property Owner represents and warrants to Supplier that they are the legal and beneficial owners of the Propertyand that, where the Property is held under a lease, that the lease has not less than 10 years remaining of the unexpiredterm.
2. 2.2  Customer and the Property Owner each also represent and warrant to Supplier that no third-party consents are requiredfor the installation of the Modular System.
3. 2.3  It is the responsibility of Customer and the Property Owner to ensure that all necessary statutory consents are obtainedprior to Supplier’s commencement of the installation of the Modular System and Customer and the Property Owner shall jointly and severally indemnify Supplier and keep Supplier indemnified against all claims, costs, damages, demands, liabilities and/or losses howsoever incurred directly or indirectly as a result of any breach of this clause.

3 Installation and/or Commissioning Services for Modular System

1. 3.1  Following payment of either the Installation Charges and Total Charges, or the Deposit (depending on the terms of theCommercial Proposal), if the location of the Modular System is not agreed prior in the plans to the Commercial Proposal, following the Effective Date, the parties shall agree a proposed location on the Property (in accordance with any parameters in the agreed plans).
2. 3.2  Once agreed, the location of the Modular System may not be amended, unless otherwise agreed in writing by the Supplier and provided that all costs of relocating any Modular System shall be borne by Customer (and Supplier shall not be responsible for any additional costs incurred as a result, unless otherwise agreed). If Customer requires Supplier’s assistance with any relocation, it shall provide a quote to Customer for any costs associated with the relocation. The Agreement, and any relevant plans must be revised accordingly, and the Site Preparation Party shall then undertake the relevant Site Preparation and other works as it, acting reasonably, sees fit, in a professional manner and having regard to the other provisions of the Agreement, to which works Customer hereby consents.
3. 3.3  Customer represents and warrants that any information it provides to Supplier in connection with the Agreement, including regarding the Property, any proposed Modular System (or any proposed relocation of any of the foregoing), or otherwise, including its replies to any Property or relocation questionnaire provided by Supplier, is complete, accurate and not misleading, and that it has disclosed to Supplier any other material information that would or might be likely to impact Supplier’s decision to enter into the Agreement, estimate the Charges owed by Customer, or to quote for any proposed relocation.
4. 3.4  The parties will co-operate in good faith to ensure such Consents as Supplier deems reasonably necessary to install, operate, manage and maintain the Modular System at the Property is obtained in a timely manner, bearing in mind that the primary responsibility for obtaining such Consents shall sit with the Customer.
5. 3.5  The Site Preparation Party undertakes to endeavour to complete all Site Preparation, either itself or through a third-party in a professional manner necessary for the intended working and usage of the Modular System in return for payment of the Installation Fees (where Supplier is the Site Preparation Party).
6. 3.6  Where Supplier is the Site Preparation Party and faces increased costs of Site Preparation beyond those set out in itsworking assumptions, and such increased costs relate to Customer’s, the Property Owner’s or its or their employees, agents, representatives or contractors negligent or wrongful acts or omissions, including breach of contract, Supplier shall be entitled to charge Customer for any increased costs accordingly. For clarity, Supplier shall have no obligation to commence Site Preparation (where it is the Site Preparation Party) or provide any Services where it has reason to believe, acting in good faith, that Customer has not procured sufficient rights from the Property Owner (if not Customer) in relation to the Property to allow Supplier to do so.
7. 3.7  Where Customer is the Site Preparation Party, Customer must ensure that it completes the Site Preparation according to Supplier’s requirements or specifications at the relevant time. Once the Site Preparation is complete, where Customer is the Site Preparation Party only, Customer must complete (or procure that its nominated contractor completes) an electrical confirmation certificate in the form attached to the agreed scope of works between Supplier and Customer, notifying Supplier that it may install the Modular System and that the Site Preparation has been completed in accordance with Supplier’s requirements / the agreed scope of works / specification. For clarity, any delay in completion of Site Preparation (where Customer is the Site Preparation Party) attributable to Customer’s negligent or wrongful acts or omissions shall not impact Customer’s obligation to pay the relevant Charges hereunder (as noted in the Commercial Proposal). If Customer has completed a certificate of confirmation, and it transpires on Supplier or its nominated contractor attending Property to complete the installation and commissioning of the Modular System that the Site Preparation has not been successfully completed in accordance with Supplier’s specifications or scope of work then the provisions of clause 14.3 shall apply.
8. 3.8  If Supplier is the Site Preparation Party, Supplier’s obligations under this clause 4 do not include preparing, configuring, supplying or installing anything other than the Modular System (excluding meters belonging to Supplier) which are required for the operation of the Modular System, for example repeaters, cabling or metering owned by Customer (save as and to the extent expressly set out in any Commercial Proposal) (the Customer’s Infrastructure) and Customer agrees that it shall procure that an appropriately skilled and qualified contractor (approved in advance by Supplier) undertake same on demand from Supplier, where required as part of the Site Preparation. If it fails to do so within a reasonable period, or Supplier is not reasonably satisfied as to the appropriateness of any contractor proposed by Customer, Supplier may undertake such works on Customer’s behalf, either directly or through a third-party contractor,

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and re-charge any actually incurred and vouched costs in undertaking such works to Customer as part of the Installation

Charges.

9. 3.9  After the Site Preparation Party or its nominated contractor completes Site Preparation, Supplier or its nominatedcontractor shall then supply and install the Modular System, determining the manufacturer and model of any Modules to be installed (to the extent not expressly specified in the Commercial Proposal), provided that key requirements of the relevant Modules as and to the extent specified in the Commercial Proposal (including as to capacity and voltage of the relevant Modules) must not be materially lesser than those specified in any data sheet contained in the Commercial Proposal. At the point of completion of installation / handover, Supplier may provide basic information to Customer’s nominated representative employees in operation and maintenance of the Modular System, to allow for resolution of basic issues on-Property, and accurate reporting of technical issues to Supplier technical support, but is under no obligation to do so, or to provide any other training (save to the extent otherwise agreed).
10. 3.10  If the parties agree that as the Modular System shall be Supplier-branded, the Supplier shall also be entitled to brand and display the Modular System with its corporate branding and such advertising as it shall reasonably elect from time to time.
11. 3.11  Customer agrees to provide or procure the provision to Supplier or its contractors, agents or representatives with free of charge (including by provision of free parking passes where applicable) and unrestricted access, (on a 24 hour, 7 day a week, 365 day a year basis), to the Property in order to perform any required Site Preparation (where Supplier is responsible), or provide other Services, and comply with any reasonable requirements of such representatives in relation to such work from time to time.

4 Installation and/or Commissioning Services for Solar Systems

1. 4.1  Following payment of either the Installation Charges and Solar System Charges, or the Deposit (depending on the termsof the Commercial Proposal), if the location of the Solar System is not agreed prior in the plans annexed to the Commercial Proposal, following the Effective Date, the parties shall agree a proposed location on the Property (in accordance with any parameters in the agreed plans).
2. 4.2  Supplier will use all reasonable endeavours to ensure that the Solar System is delivered, installed (if Supplier is installing) and commissioned in accordance with the timetable set out in the Commercial Proposal, but does not warrant that it will do so. Time of performance is not of the essence, including but not limited to any target dates identified in the Commercial Proposal. If there is any delay due to circumstances beyond the Supplier’s reasonable control, Supplier will use reasonable endeavours to complete the Services as soon as reasonably possible.
3. 4.3  Delivery of the Solar System shall be completed on its arrival at the Delivery Location.
4. 4.4  The Supplier shall deliver the Solar System to the Delivery Location set out in the Commercial Proposal or such otherlocation as the parties may agree in writing. The Supplier may deliver the Solar System by instalments. Any delay indelivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. 4.5  The Supplier shall not be liable for any delay in delivery, installation and/or commissioning of the Solar System that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the delivery, installation and/or commissioning of the Solar System. Supplier shall not be liable for any loss or damage whether arising directly or indirectly from late or incomplete delivery, installation or commissioning of the Solar System. If late or incomplete delivery occurs, Customer undertakes not to reject any part of the Solar System but to accept the Solar System or any part thereof delivered as part performance of this Agreement (and for clarity Supplier shall be entitled to deliver the Solar System (including as part of the First Fix), or complete theServices (including as part of the Second Fix) on a staggered basis).
6. 4.6  Supplier will discuss with Customer and provide Customer with information as to the proposed location of key SolarSystem components. Customer will be given the opportunity to approve the Solar System positioning on the roof beforeany work commences and shall be responsible for its decision.
7. 4.7  If Customer refuses to accept delivery or permit delivery of the Solar System (including permitting installation of the SolarSystem) by Supplier, Supplier shall be entitled to deliver the Solar System components and treat the Solar System ashaving been delivered, installed and commissioned by virtue of delivery.
8. 4.8  Customer shall also provide any information which Supplier requires concerning the building on which or to which theSolar System is to be installed or otherwise relating to provision of the Services. If Customer fails to provide, or provides Supplier with incomplete, incorrect or inaccurate information or instructions, Supplier may charge an additional reasonable sum to cover any extra work that is required and shall be responsible for any resulting liability.
9. 4.9  Customer will be required to supply to Supplier normal services free of charge; this would include toilet, washing, water facilities and electricity. Customer should also ensure Supplier is given safe and easy access to the installation area(s).
10. 4.10  Any work to prepare for the installation and which Supplier has not agreed in writing to carry out should be carried out inadvance of Supplier’s agreed start date for the install. If it is not, or Customer otherwise does not make their property available for the install at the agreed dates, Customer shall be liable for any costs incurred by Supplier for such a delay. If Customer knows to expect delays in advance, they shall provide reasonable notice to Supplier of not less than two (2) weeks, and Supplier shall attempt to accommodate those delays where possible.
11. 4.11  Supplier may come across unexpected work during an installation (for example electrical or structural defects that were not apparent from the initial installation survey). Should this arise, Supplier will discuss this with Customer. If Supplier can cover the relevant work, Supplier will issue Customer with a quotation to complete that work. If it cannot, it will assist Customer in finding a suitably qualified contractor to carry out the work. If this unexpected work causes a delay in the installation process, Supplier may need to make reasonable charges for this delay, and the costs of such work will be the Customer’s responsibility.

SCHEDULE 2 – PLATFORM PROVIDER – EV CMS – EULA

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These user restrictions (User Restrictions) set out the parameters of, and restrictions to, the rights granted to you as the beneficiary of the Software further to your agreement with the Customer, by us, Valor Power Limited (Valor Power). We do not licence the to you directly. Rather your licence for the Customer is set out in the Supply Agreement.

However, these User Restrictions set out our minimum requirements for your use of the Software, in addition to the provisions of the Reseller Agreement. In the event of any conflict or inconsistency between the Supply Agreement and these User Restrictions, these User Restrictions shall govern.

The Reseller authorises your use of the Software on the basis of these User Restrictions and the Reseller Agreement. We, or our licensors, remain the owners of the intellectual property rights subsisting in the Software at all times. You should print a copy of these User Restrictions for future reference.

1. USER RESTRICTIONS
1.1 The following defined terms are used in these User Restrictions:

1. (a)  App means the mobile or web‐based application which enables authorised users to access, monitor and manage theoperation of a Valor Power Stations.
2. (b)  Authorised Users means your customers, their employees or other authorised users, who you authorise to use the ValorPower Stations, and EV CMS.
3. (c)  Documents means all manuals or guides and other written materials that Valor Power provides in relation to the ValorPower EV CMS whether in printed or electronic form.
4. (d)  Reseller means the person or company with whom you have contracted directly to pay for your licence to the EV CMSand Documents.
5. (e)  Reseller Agreement means your contract with the Reseller for use or purchase of the Services, the Valor Power Stationsand the Documents.
6. (f)  EV CMS means the embedded firmware, operating system and control software forming part of the Valor Power Stations,together with the App, the Valor Power digital platform through which the App operates and through which data, analytics, control and management functionality relating to the Valor Power Stations is made available, and any associated cloud‐based or remote management platform made available by Valor Power for monitoring, operation, optimisation and management of the Valor Power Stations.
7. (g)  Valor Power means Valor Power Limited (company number NI716582) with registered company address 73 Ballyscullion Road, Bellaghy, Magherafelt, Northern Ireland, BT45 8NA;
8. (h)  Valor Power Stations means the hardware elements of the modular energy and EV charging systems supplied by Valor Power, comprising battery energy storage, EV charging hardware and related components, as further described in the Appointment Form.
9. (i)  Viruses means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
10. (j)  Your Data means the data inputted by you or on your behalf, including by any Authorised User, for the purpose of using or facilitating your use of the Services, Valor Power Stations, EV CMS or Documents and any data generated by, or derived from your use of the Services, Valor Power Stations or Documents, whether hosted or stored within the Services, Valor Power Stations, EV CMS or Documents or elsewhere.In these User Restrictions the following rules of interpretation apply.

2. 1.2  Clause headings shall not affect the interpretation of these User Restrictions. References to clauses are to the clauses ofthese User Restrictions.
3. 1.3  Words in the singular shall include the plural and vice versa.
4. 1.4  A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of anyamendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made underit.
5. 1.5  Any words following the terms including, include, in particular, for example or any similar expression shall be construed asillustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
6. 1.6  A reference to law includes any statute, statutory provision or subordinate legislation, case law, or any mandatory rules orguidance issued by any regulatory body having jurisdiction over the applicable party.
7. 1.7  A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separatelegal personality).
8. 1.8  A reference to a company shall include any company, corporation or other body corporate, wherever and howeverincorporated or established.
9. 1.9  A reference to any law, statute or statutory provision is a reference to it as it is in force for the time being, taking accountof any amendment, extension, or re-enactment and includes any subordinate law for the time being in force made underit.
10. 1.10  A reference to writing or written includes email but not faxes.

2. Customer Obligations
2.1 Any restrictions on you in these User Restrictions shall, unless the context or express wording of the clause otherwise

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requires, apply equally to your Authorised Users.

2. 2.2  Where you are or purport to represent an organisation or entity, the person entering into the Reseller Agreement (andagreeing to these User Restrictions) on your behalf warrants and represents that it is entitled to act in this capacity and to bind such organisation or entity, and perform all actions taken by you or your Authorised Users using the Valor Power Stations, including uploading Your Data to your account (including making either available to other Authorised Users, or publicly available to third parties).
3. 2.3  You shall:

1. (a)  provide Valor Power with: (i) all necessary co-operation in relation to these User Restrictions; and (ii) all necessary accessto such information as may be required by Valor Power, to the extent required to provide the Valor Power Stations EVCMS and Documents including but not limited to Your Data, security access information and configuration services;
2. (b)  without affecting your other obligations under these User Restrictions, comply with all applicable laws and regulations withrespect to your activities under these User Restrictions; and
3. (c)  ensure that your network and systems comply with the relevant specifications provided by Valor Power or the Resellerfrom time to time.

2.4 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Your Data. You hereby

license us to use the Your Data for:

1. (a)  the proper provision of the Valor Power Stations, the EV CMS and the Documents;
2. (b)  the purposes set out in our Privacy Notice as described in condition Error! Reference source not found.; and
3. (c)  all other purposes relevant to the proper exercise of our rights and obligations under these User Restrictions.

3. Licence

1. 3.1  In consideration of payment of the agreed fees to the Reseller and your agreement to comply with the Reseller Agreementand these User Restrictions, the Reseller grants to you a limited, non‐exclusive, non‐transferable and revocable licenceto:
2. 3.2  permit Authorised Users to access and use the Valor Power Stations, together with EV CMS supplied or made availableby or on behalf of Valor Power, solely for the purposes of operating, managing, monitoring and administering EV charging infrastructure for your internal business purposes and, where applicable, those of your Authorised Users in each case subject to compliance with these User Restrictions; and
3. 3.3  configure the Valor Power Stations and EV CMS (including tariffs, user access, charging permissions, reporting andoperational settings) for use by your Authorised Users, and to facilitate Authorised Users’ access to and use of the chargingservices enabled by the Valor Power Stations, provided that you are responsible for ensuring Authorised Users comply with these User Restrictions.
4. 3.4  Your right to use the Valor Power Stations and the EV CMS is strictly limited to use in connection with EV charging services and associated internal business operations. You shall not, and shall not permit any Authorised User to, use the Valor Power Stations or Deliverables for any other purpose, including resale, sublicensing, time‐sharing, bureau services, commercial exploitation of software functionality or use unrelated to EV charging.
5. 3.5  Any purported licence or right granted by the Reseller which exceeds or is inconsistent with the licence expressly set out in this clause 2 shall be null and void.
6. 3.6  Valor Power may, from time to time at its discretion, but at no cost to you (insofar as these are generic, non-bespoke upgrades), generally upgrade and improve the EV CMS as it sees fit, and you acknowledge that such upgrades and improvements may affect your use of the EV CMS. Such upgrades will typically be intended to correct faults, add or amend functionality, and will be released to all Valor Power customers.
7. 3.7  You shall use best endeavours to prevent any unauthorised access to, or use of, the Valor Power Stations, EV CMS and/or the Documents and, in the event of any such unauthorised access or use, promptly notify Valor Power.
8. 3.8  Subject to certain limitations, and any limitations set by you in respect of specific Authorised User accounts with specific privileges, Authorised Users (as a default) may have administrative control over their accounts and Your Data stored across those accounts, and you shall have sole responsibility for supervision and observation of the actions of your Authorised Users and for setting appropriate privileges for each Authorised User.

4. Usage Restrictions

1. 4.1  You undertake that you shall supervise and control use of the Valor Power Stations, EV CMS and Documents and ensurethey are used by your Authorised Users only in accordance with the terms of these User Restrictions and that you shallcomply with all applicable technology control or export laws and regulations.
2. 4.2  Except as expressly set out in these User Restrictions or as permitted by any local law which is incapable of exclusion byagreement between the parties, you shall not:

1. (a)  attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, ordistribute all or any portion of the Valor Power Stations, EV CMS and/or Documents (as applicable) in any form or media or by any means, save as strictly required to exercise your lawful usage rights hereunder and for tradeshows, presentations or any other use for marketing purposes that contribute to your regular business and provide that such use receives Valor Power’s prior approval which shall not be unreasonably withheld, including but not limited to electronic, mechanical, photocopying, recording, or other means;
2. (b)  attempt to tamper with, disable, impair, de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Valor Power Stations, EV CMS or Services;
3. (c)  not knowingly or wilfully use the EV CMS or Services in any manner that could damage, disable, overburden, impair orotherwise interfere Valor Power’s provision of the EV CMS or Services, including anything that could interfere with or disrupt the integrity or performance of the EV CMS Services or the data contained therein or entails unauthorized access

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to the Services or their related systems or networks;

4. (d)  not to access all or any part of Valor Power Stations, EV CMS or Documents to build a product or service which competeswith the foregoing;
5. (e)  use the Valor Power Stations, EV CMS or Documents to provide services to third parties, other than Authorised Users;
6. (f)  license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise makethe Valor Power Stations, EV CMS or Documents available to any third party except the Authorised Users; or
7. (g)  attempt to obtain, or assist third parties in obtaining, access to the Services, Valor Power Stations or Documents, otherthan as provided under these User Restrictions;
8. (h)  use the EV CMS to distribute or transmit to Valor Power or any third party any Viruses, and we reserve the right, on noless than thirty (30) days’ prior written notice to you, such notice specifying the breach of this condition and requiring it to be remedied within the thirty (30) day period, to disable your access to the Services, Valor Power Stations, EV CMS and Documents for the duration of time that the breach remains unremedied.

5. Third Party Applications

1. 5.1  Where you use third party applications to integrate with the EV CMS via application programming interfaces and integrationmechanisms made available by Valor Power, we may standardise, restrict, suspend or withdraw any integration capability at our discretion and nothing in this Agreement obliges Valor Power to permit, develop, maintain or support any third party integration. In such circumstances you shall honour and adhere to such terms when using the EV CMS and that will not hold Valor Power responsible for any interactions with such third parties or their services, sites or terms, including for wrongful or negligent acts or omissions, or breaches of contract.
2. 5.2  Valor Power does not control the content, messages or information found in or on or accessible through any third party software, sites or services accessible through or integrated with the EV CMS. Valor Power disclaims and will have no liability regarding such software, sites or services and any actions resulting from your or your Authorised Users’ or any other end user’s use of the same. Such sites or services’ availability does not mean Valor Power endorses, supports or warrants such sites or services.

6. Intellectual Property Rights

1. 6.1  You acknowledge that all intellectual property rights in the Valor Power Stations, EV CMS and Documents anywhere inthe world belong to us or our licensors, that rights in the Valor Power Stations, EV CMS and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Valor Power Stations or the Documents other than the right to use them in accordance with the terms of these User Restrictions.
2. 6.2  You acknowledge that you have no right to have access to any EV CMS in source code form.

7. Termination

1. 7.1  Valor Power may terminate the rights granted to the Reseller, insofar as they are permitted to grant these to you, by writtennotice to you and/or the Reseller if you commit a material breach of these User Restrictions which you fail to remedy (ifremediable) within 30 days after the service of written notice requiring you to do so.
2. 7.2  On termination for any reason:

1. (a)  all rights granted to you under the Reseller Agreement or these User Restrictions shall cease; and
2. (b)  you must immediately cease all activities authorised by the Reseller Agreement or these User Restrictions.

8. Internet and Third Party EV CMS

1. 8.1  Our EV CMS or Services may be subject to limitations, delays and other problems inherent in the use of the internet andelectronic communications. We are not responsible for any delays, delivery failures, or other damage resulting directlyfrom such problems to the extent inherent in the use of the internet or electronic communications.
2. 8.2  We or third parties may make available (for example, through a marketplace or otherwise) third‐party products or services, including non‐Valor Power applications and implementation and other consulting services. Any acquisition by you of such products or services, and any exchange of Your Data between you and a non‐Valor Power provider, product or service, is solely between you and the applicable provider. We do not warrant or support non‐Valor Power applications or other non‐Valor Power products or services. If you use a non‐Valor Power application with the EV CMS or Services, we may grant such application and its provider access to Your Data as required for interoperability. We are not responsible for anydisclosure, modification or deletion of Your Data resulting from access by such application or its provider.

9. Communications Between Us

1. 9.1  We may update the terms of these User Restrictions at any time on notice to you in accordance with this clause 8. Yourcontinued use of the Valor Power Stations, EV CMS and Documents following the deemed receipt and service of the notice under clause 9.3 shall constitute your acceptance to the terms of these User Restrictions, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Valor Power Stations, EV CMS and Documents on the deemed receipt and service of the notice.
2. 9.2  If we have to contact you, we will do so by email or by pre-paid post to the address or email address you provided in accordance with your registration of the Valor Power Stations.
3. 9.3  Any notice:

1. (a)  given by us to you will be deemed received and properly served 24 hours after an email is sent, or three days after thedate of posting of any letter; and
2. (b)  given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after thedate of posting of any letter. 00013087/7.10665602.4