糖心volg

WEEV - ELECTRIC VEHICLE AGREEMENT 鈥� GENERAL TERMS

1 INTRODUCTION

1.1 Below are the General Terms which apply to any EV Chargepoint Assets and associated Services which 糖心volg provides to any
Customer, unless Customer has entered into a separate written contract with 糖心volg signed by both parties in respect of the EV
Chargepoint Assets and Services.
1.2 The parties鈥� agreement is made up of (i) these General Terms; (ii) the Proposal; and (iii) any other written document either issued by
糖心volg (and expressly referring to and incorporating itself into the agreement) or any amendments or supplements to the agreement
signed and agreed in writing between the parties. Together the above documents shall constitute and be known as the Agreement and
apply to the contract between the parties to the exclusion of any other terms that Customer may seek to impose or incorporate, or which
are implied by trade, custom, practice or course of dealing.
1.3 When construing the meaning of the Agreement, the documents listed in clause 1.2 shall be interpreted in a reverse order of priority in
the event of any inconsistency or conflict, with documents appearing later in the list taking priority over documents appearing earlier in
the list.
1.4 Any order placed by Customer shall only be deemed to be accepted upon 糖心volg鈥檚 signature of, or email agreement to, the Proposal, at
which point, and on which date the Agreement shall come into existence.
1.5 These General Terms are published on 糖心volg鈥檚 website. Customer should print or save a copy of these General Terms for its records.
糖心volg may amend these General Terms from time to time during the Term and will use reasonable endeavours to notify Customer of
such changes in advance however, the most up to date version of these will always be available on 糖心volg鈥檚 website. Every time
Customer agrees a new Proposal with 糖心volg it should check these General Terms to ensure that it understands the terms which will
apply to the Agreement at that time. This version four of these General Terms was most recently updated on [ ] [Note: TBC] 2025.
Historic versions may be obtained by contacting 糖心volg.
1.6 Any Proposal issued by 糖心volg shall be valid for a period of 30 days (or such longer period specified on the Proposal) from the date of
issue, if not agreed by Customer, at which point the offer outlined in the Proposal shall lapse.

2 DEFINITIONS

2.1 In the Agreement, the following terms have the following meanings and the following rules of interpretation shall apply:
Affiliate means any entity that directly or indirectly controls is controlled by or is under common control with 糖心volg, where 鈥渃ontrol鈥�
means having more than fifty percent (50%) ownership or the right to direct the entity鈥檚 management;
Agreement has the meaning given to it in clause 1.2 above;
Assets has the meaning given to it in clause 11.1 ;
Authorised User means a person authorised by Customer via either the 糖心volg App or Key Fob to permit charging at an EV
Chargepoint;
Business Day means any day which is not a Saturday, Sunday, bank or public holiday in Northern Ireland or Ireland;
Charging Service means the provision of cloud based access to the 糖心volg service platform and associated software connecting the EV
Chargepoints to 糖心volg鈥檚 platform and permitting Customer to, among other things, monitor their EV Chargepoints and access usage and
billing data and reporting, diagnostics and remote support, as further outlined in the Service Plan;
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and
organisational measures each have the meaning given to them in relevant Data Protection Law;
Commencement Date has the meaning given to it in the Proposal;
Commercial Terms has the meaning given to it on the first page of the Agreement;
Confidential Information means in relation to either party, any or all information of a confidential nature (whether in oral, written or
electronic form) including trade secrets and information (whether or not of commercial value) known and belonging to that party and
concerning its business, suppliers, customers, products or services (including without limitation the Agreement, and the pricing and
terms offered by 糖心volg, which shall constitute 糖心volg鈥檚 confidential information) and any other information which the recipient knows or is
notified or has (or should reasonably have) reason to believe is confidential to the disclosing party;
Consents means any necessary planning permissions, consents, approvals, authorisations or licences (as the case may be) required to
be obtained and maintained from a relevant government or regulatory authority or agency or any other third-party (other than any person
having a superior interest in the Site to Customer) having jurisdiction over the Sites or the EV Chargepoints (as the case may be),
including real-property consents or wayleaves;
contract year means each period of 12 months (or part thereof) falling during the Term, as assessed from the Effective Date;
Customer Data means the data generated through Customer鈥檚 use of the Charging Services;
Data Protection Law means all applicable data protection and privacy legislation in force from time to time in the UK including, to the
extent applicable, the UK or EU General Data Protection Regulation (GDPR);
Deposit means any initial deposit required for any up-front element of the Equipment Fee and/or Installation Fee, as may be further
specified in the Proposal;
Effective Date means the date specified in the Proposal;
Energy Revenues means all monies or other consideration of any kind received by, used by or credited to Customer or its Affiliates,
subcontractors or agents in connection with the sale of electricity on a kWh or per minute basis from the EV Chargepoints on the Sites;
Equipment Fee means the cost of purchase the Assets being sold by 糖心volg to the Customer, as specified in the Proposal;
EV Chargepoints means electric vehicle chargers and associated hardware and software for electric vehicle charging, as may be
specified in more detail in the Proposal;
EV Parking Bays means the car parking spaces for electric vehicles (in dimensions of not less than those specified in any written
specification or requirements document agreed by the parties) at the Site made available by Customer for the purpose of the charging of
electric vehicles, at the locations designated on the plans annexed at Schedule 1 to the Proposal (if applicable) or agreed between the
parties and in the numbers specified in the Proposal with respect to each EV Chargepoint;
Force Majeure Event means any event beyond the reasonable control of the performing party that has a material impact on the
performance of all or a material part of the Agreement by such party, including an act of God, fire, act of government, state, war, civil
commotion, insurrection, embargo, pandemic (including COVID-19), riot, civil commotion, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, electrical outages, power surges, brown-
outs, utility load management or any other similar electrical service interruptions, or non-availability or limited availability of any wireless
or cellular communications network or ISP network necessary for the continued operation by 糖心volg of the Charging Service or EV
Chargepoints, or any unauthorised intrusions onto the 糖心volg Charging Service network, whatever the cause;
General Terms means the general terms set out in this document;
Initial Term has the meaning given to it in the Proposal;
Installation Fee means the cost of installing each EV Chargepoint charged by 糖心volg to Customer, as specified in the Proposal;
Key Fob means a key fob or other payment method issued, operated or managed by 糖心volg which can be used by Customer鈥檚
Authorised Users to access and charge their vehicles at the EV Chargepoints on Site or (if part of Customer Service Plan) on the 糖心volg

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public charging network.

糖心volg App means the 糖心volg mobile and tablet application (available on IoS or Android) application, which permits, among other things,
Authorised Users to access the Charging Service at EV Chargepoints;
MPRN is the meter point reference number which indicates and identifies the applicable point of connection to the electricity network;
Network Usage Fee shall be the cost of electricity consumed by Customer鈥檚 Authorised Users who have used their Key Fobs or the
糖心volg App to purchase electricity on 糖心volg鈥檚 public network, at 糖心volg鈥檚 current going publicly advertised rate available on the 糖心volg at
the date of consumption, plus VAT or other applicable taxes;
Network Usage Services means
O&M Fee has the meaning given to it in the Proposal;
O&M Services means the operation and maintenance services undertaken by 糖心volg in respect of the Assets / EV Chargepoints, as
further described within the Agreement (including in particular the Service Plan agreed in the Proposal);
Payment(s) means the amount payable by Customer to 糖心volg hereunder, including, inter alia (and as applicable), the Installation Fee,
Equipment Fee, Subscription Fee, Network Usage Fee and O&M Fee;
Payment Terms means the agreed terms on which the Payments are to be made by 糖心volg to Customer, as set out in the Proposal;
Privacy Policy means 糖心volg鈥檚 privacy policy, available here /privacy-policy;
Proposal means the commercial proposal supplied by 糖心volg to Customer and agreed between the parties, referencing these General
Terms;
Renewal Term has the meaning given to it in clause 14.1 below;
Responsible Party means the responsible party for undertaking the Site Preparation, as defined in the Proposal;
Revenue Sharing Model means a model where 糖心volg designates the Customer鈥檚 EV Chargepoint(s) as 糖心volg-branded chargepoints
and agrees to take payment for electricity supplied from the chargepoints and to share such revenue with the Customer, as further
outlined in the Proposal;
Revenue Sharing Payment means the payments made by 糖心volg to the Customer in respect of electricity supplied from the Customer鈥檚
EV Chargepoint(s) which are subject to the Revenue Sharing Model, as outlined in more detail in the Proposal;
Services means all relevant services provided by 糖心volg hereunder, including the Site Preparation (where 糖心volg is the Responsible
Party, Charging Services and O&M Services;
Service Plan means the relevant service plan for O&M Services referred to in the Proposal;
Sites means the site or sites referred to in the Proposal, which may be further outlined in any associated plans annexed to the Proposal
(if any);
Site Owner means the legal owner of the relevant Site (or the person who pays for the electricity consumed on Site by the EV
Chargepoints, where there is no independent electricity supply to the EV Chargepoints), which may be Customer;
Site Preparation means any ground or civils works, electrical or other works which 糖心volg considers reasonably necessary to prepare
the Sites for installation of the EV Chargepoints, or any relocation of same, including, without limitation, 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 Chargepoints at the Sites;
Subscription Fee means the fee payable for provision of the Charging Service, as specified in the Proposal;
Term means the Initial Term plus any Renewal Term(s) (as applicable); and
糖心volg means 糖心volg.ie Ltd, a company incorporated in Northern Ireland (with company registration number NI062495) and whose
registered office address is at Block A, Boucher Business Studios, 9 Glenmachan Place, Belfast, County Antrim, Northern Ireland, BT12
6QH.
2.2 Words in the singular shall include the plural and vice versa.
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 any amendment,
extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
2.4 An obligation on Customer not to do anything shall include an obligation to ensure that no steps are taken to prevent such thing being
done, including by any Site Owner.
2.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative
and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.6 Clause headings shall not affect the interpretation of the Agreement.
2.7 References to clauses are to the clauses of these General Terms.
2.8 Person means a natural or legal person.

3 TITLE TO THE SITE AND STATUTORY CONSENTS

3.1 The Site Owner represents and warrants to 糖心volg that they are the legal and beneficial owners of the Site and that if the Site is held
under a lease the lease has not less than 10 years remaining of the unexpired term and Customer and the Site Owner each also
represent and warrant to 糖心volg that no third party consents are required for the installation of the EV Chargepoints.
3.2 It is the responsibility of Customer and the Site Owner to ensure that all necessary statutory consents are obtained prior to 糖心volg鈥檚
commencement of the installation of the EV Chargepoints and Customer and the Site Owner shall jointly and severally indemnify 糖心volg
and keep 糖心volg 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.

4 SITE PREPARATION AND INSTALLATION OF EV CHARGEPOINTS

4.1 The remainder of this clause 4 only applies where and to the extent that 糖心volg is either supplying physical equipment or hardware
comprising any EV Chargepoint(s), or responsible for undertaking any Site Preparation in advance.
4.2 Following payment of either the Installation Fee and Equipment Fee or the Deposit (depending on the terms of the Proposal), if the
location of the EV Chargepoints is not agreed prior in the plans annexed at Schedule 1 to the Proposal, following the Effective Date, the
parties shall agree a proposed location on the Site (in accordance with any parameters in the agreed plans).
4.3 Once agreed, the location of the EV Chargepoints and EV Parking Bays may change during the Term, provided that Customer provides
prior written notice to 糖心volg and further provided that all costs of relocating any EV Chargepoints or EV Parking Bays shall be borne by
Customer (and 糖心volg shall not be responsible for any additional costs incurred as a result, unless otherwise agreed). If Customer
requires 糖心volg鈥檚 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 糖心volg 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.
4.4 Customer represents and warrants that any information it provides to 糖心volg in connection with the Agreement, including regarding the
Site, any proposed EV Chargepoints, any proposed EV Parking Bays (or any proposed relocation of any of the foregoing), or otherwise,
including its replies to any Site or relocation questionnaire provided by 糖心volg, is complete, accurate and not misleading, and that it has
disclosed to 糖心volg any other material information that would or might be likely to impact 糖心volg鈥檚 decision to enter into the Agreement,
estimate the Payments owed by Customer, or to quote for any proposed relocation.
4.5 The parties will co-operate in good faith to ensure such Consents as 糖心volg deems reasonably necessary to install, operate, manage and

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maintain the EV Chargepoints at the Sites are obtained in a timely manner, bearing in mind that as long as Customer has secured all
necessary property rights or Consents in advance (ensuring they are consistent with Customer鈥檚 obligations under the Agreement) and
complied with its obligations under clause 4.4 , and complies with its obligation to co-operate with 糖心volg in good faith in discharge of its
obligations, then the primary responsibility for obtaining such Consents in respect of Site Preparation shall sit with the Responsible
Party. The other shall provide, such information, support and assistance as requested and required by Responsible Party from time to
time to obtain any such Consents (where Customer is the Responsible Party such assistance shall be provided by 糖心volg at cost, but
where Customer is the Responsible Party, such assistance shall be at Customer鈥檚 own cost).
4.6 The Responsible 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 EV Chargepoints in return for payment of the Installation Fees (where
糖心volg is the Responsible Party).
4.7 Where 糖心volg is the Responsible Party and faces increased costs of Site Preparation beyond those set out in its working assumptions,
and such increased costs relate to Customer鈥檚, the Site Owner鈥檚 or its or their employees, agents, representatives or contractors
negligent or wrongful acts or omissions, including breach of contract, 糖心volg shall be entitled to charge Customer for any increased costs
accordingly. For clarity, 糖心volg shall have no obligation to commence Site Preparation (where it is the Responsible Party) or provide any
Services where it has reason to believe, acting in good faith, that Customer has not procured sufficient rights from the Site Owner (if not
Customer) in relation to the Site to allow 糖心volg to do so.
4.8 Where Customer is the Responsible Party, Customer must ensure that it completes the Site Preparation according to 糖心volg鈥檚
requirements or specifications at the relevant time. Once the Site Preparation is complete, where Customer is the Responsible 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 糖心volg and Customer, notifying 糖心volg that it may install the EV Chargepoints and that the
Site Preparation has been completed in accordance with 糖心volg鈥檚 requirements / the agreed scope of works / specification. For clarity,
any delay in completion of Site Preparation (where Customer is the Responsible Party) attributable to Customer鈥檚 negligent or wrongful
acts or omissions shall not impact Customer鈥檚 obligation to pay the relevant Payment(s) hereunder (as noted in the Proposal). If
Customer has completed a certificate of confirmation, and it transpires on 糖心volg or its nominated contractor attending Site to complete
the installation and commissioning of the EV Chargepoints that the Site Preparation has not been successfully completed in accordance
with 糖心volg鈥檚 specifications or scope of work then Customer shall be liable to pay liquidated damages to 糖心volg in the sum of 拢500 (ex
VAT) by way of a project abandonment fee, and the installation and commissioning shall be re-scheduled, and any defects in Site
Preparation completed by Customer to 糖心volg鈥檚 reasonable satisfaction, as soon as reasonably possible thereafter.
4.9 If 糖心volg is the Responsible Party, 糖心volg鈥檚 obligations under this clause 4 do not include preparing, configuring, supplying or installing
anything other than the EV Chargepoints (excluding meters belonging to 糖心volg) which are required for the operation of the EV
Chargepoints (the Customer鈥檚 Infrastructure), for example repeaters, cabling or metering owned by Customer (save as and to the
extent expressly set out in any Proposal) and Customer agrees that it shall procure that an appropriately skilled and qualified contractor
(approved in advance by 糖心volg) undertake same on demand from 糖心volg, where required as part of the Site Preparation. If it fails to do
so within a reasonable period, or 糖心volg is not reasonably satisfied as to the appropriateness of any contractor proposed by Customer,
糖心volg may undertake such works on Customer鈥檚 behalf, either directly or through a third-party contractor, and re-charge any actually
incurred and vouched costs in undertaking such works to Customer as part of the Installation Costs.
4.10 After the Responsible Party or its nominated contractor completes Site Preparation, 糖心volg or its nominated contractor shall then supply
and install the EV Chargepoints, determining the manufacturer and model of the EV Chargepoints to be installed (to the extent not
expressly specified in the Proposal), provided that the capacity and voltage of the EV Chargepoints must meet the specifications in the
Proposal. At the point of completion of installation / handover, 糖心volg may provide basic information to Customer鈥檚 nominated
representative employees in operation and maintenance of the EV Chargepoints, to allow for resolution of basic issues on-Site, and
accurate reporting of technical issues to 糖心volg technical support, but is under no obligation to do so, or to provide any other training
(save to the extent otherwise agreed).
4.11 If the parties agree that the EV Chargepoints shall be 糖心volg-branded, 糖心volg shall also be entitled to brand and display the EV
Chargepoints with its corporate branding and such advertising as it shall reasonably elect from time to time.
4.12 Customer agrees to provide or procure the provision to 糖心volg 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 Site in order to perform any required Site Preparation (where 糖心volg is responsible), or provide other Services, and comply with any
reasonable requirements of such representatives in relation to such work from time to time.

5 O&M SERVICES

5.1 The following provisions of this clause 5 only apply where and to the extent 糖心volg is providing O&M Services, as set out within the relevant Service Plan comprised in the Proposal.
5.2 In consideration for the O&M Fee, 糖心volg shall provide Customer with the O&M Services for the Term, beginning on completion of
installation of the EV Chargepoints.
5.3 If Customer is or becomes aware of any malfunctioning EV Chargepoint(s), it shall notify 糖心volg of such malfunction as soon as possible,
so that 糖心volg may attempt to remotely diagnose any issues with the EV Chargepoint(s) (where possible).
5.4 Callout timeframes, costs and processes depend on the Service Plan selected by Customer and the relevant manufacturer warranty
available for the relevant Assets, as either set out in the Proposal (where 糖心volg is supplying those Assets), or set out in Customer鈥檚
applicable paperwork (in respect of Customer sourced Assets). There may be certain manufacturer warranties (in respect of third-party
supplied assets) where 糖心volg cannot support warranty claims, even where the Customer is on the CPO Maintenance Tier as selected in
the relevant Proposal.
5.5 Customer will cooperate with 糖心volg in effecting all repairs and provide all such information as 糖心volg reasonably requires to assess
requirements for callouts and to correctly categorise and troubleshoot faults.
5.6 For the avoidance of doubt, 糖心volg cannot be responsible for any downtime or issues associated with EV Chargepoint(s) attributable to
their relocation, nor for any general issues or faults attributable to Customer or third parties, for example unauthorised intrusions to the
EV Chargepoint network). Regardless of the Service Plan selected, 糖心volg鈥檚 obligations shall not include any costs or work involved in
upgrading the EV Chargepoints at any time (unless and to the extent separately agreed between the parties).
5.7 糖心volg鈥檚 obligations under any Service Plan may include providing labour (subject to the provisions of that Service Plan) but shall not
cover the costs of any repair or replacement to the Assets comprised in any EV Chargepoints (under any circumstances, other than
where caused by 糖心volg鈥檚 or its employees negligent or wrongful acts or omissions), unless agreed in advance and paid for by Customer,
with the exception that 糖心volg 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鈥檚 applicable Service Plan).
5.8 糖心volg reserves the right to suspend any Services at any time where any payments are outstanding from Customer to it and to require its
capital costs for effecting any repair or replacement required to the EV Chargepoints pursuant to the Agreement from Customer in
advance prior to commencing relevant repair or replacement work or ordering any replacement Assets (if applicable and agreed
between the parties).
5.9 糖心volg shall not be responsible for service callouts caused by or required due to Customer鈥檚 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 EV Chargepoints,

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which shall be covered by Customer, or chargeable as a separate callout. The callouts included within the applicable Service Plans are
for malfunctioning of the EV Chargepoints due to inherent issues in the EV Chargepoints. If 糖心volg determines that any service callout is
attributable to such a cause it reserves the right to charge for such a callout as an outside-scope callout, on the basis set out in the
relevant Service Plan.
5.10 糖心volg鈥檚 obligations under this clause do not include repairing, monitoring or servicing the Customer鈥檚 Infrastructure.
5.11 Regardless of the Service Plan elected by 糖心volg shall not incur any work in upgrading any EV Chargepoints at any time. If 糖心volg
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 糖心volg, implement such upgrades.
5.12 Customer 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, 糖心volg鈥檚
performance of O&M Services, or in any other way interfere with 糖心volg鈥檚 exercise of its rights or performance of its obligations under this
agreement (which shall apply even where 糖心volg is not providing O&M Services, and extend to any Site Preparation, Charging Services,
etc.).
5.13 Customer shall not directly or indirectly service, repair, modify, tamper with, alter, move or adjust the EV Chargepoints, or any
associated 糖心volg markings or advertising (if applicable), hardware, software, equipment or infrastructure, save as expressly permitted or
contemplated herein. If Customer does so, it acknowledges that 糖心volg shall not be responsible for any issues arising.
5.14 Customer agrees, at its own expense and at all times during the Term, to keep public areas, parking spaces, streets and sidewalks
adjacent or to the EV Parking Bays or at the Site (which are not owned by third parties not connected to Customer) reasonably free of
debris and rubbish and in good repair and condition.

6 CHARGING SERVICE

6.1 In consideration for Payment of the Subscription Fee, 糖心volg shall provide Customer with the Charging Services for the Term, as outlined
herein, beginning on the Commencement Date.
6.2 Customer agrees that it shall not: (i) sell, resell, license, rent, lease or otherwise transfer the Charging Services or any data collected or
maintained by 糖心volg in connection with the operation of any EV Chargepoint therein to any third party; (ii) interfere with or disrupt the
Charging Services, servers, or networks connected to the Charging Services, or disobey any requirements, procedures, policies, or
regulations of networks connected to the Charging Services; (iii) attempt to gain unauthorised access to the Charging Services or related
systems or networks or any data contained therein, or access or use the Charging Services through any technology or means other than
those provided or expressly authorised by 糖心volg; (iv) reverse engineer, decompile or otherwise attempt to extract the source code of the
Charging Services, or any part thereof, or create derivate works therefrom; (v) copy, frame or mirror any part of the Charging Service,
other than copying or framing on Customer鈥檚 own intranet or otherwise solely for Customer鈥檚 own internal business use and purposes;
(vi) access the Charging Services for any competitive purpose, or for any improper purpose whatsoever, including, without limitation, in
order to build a competitive product or service; (vii) use any robot, spider, site search/retrieval application, or other device to retrieve or
index any portion of the Charging Services or collect information about users of the Charging Services for any unauthorised purpose; or
(viii) utilise the Charging Services for any other purpose other than Customer鈥檚 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.
6.3 Customer agrees that it shall keep secure and confidential any Charging Services鈥� account details, passwords (including for the 糖心volg
App), Key Fobs, etc. and use them solely for its own use (or use with other publicly available charge points on the 糖心volg network, in
respect of the Network Usage Services, where applicable). Customer shall use all reasonable efforts to prevent, and shall be fully liable
to 糖心volg for, any unauthorised access to or use of Charging Services via Customer鈥檚 Charging Services account(s) or other equipment,
or any use of the 糖心volg 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 糖心volg App. Customer shall immediately notify 糖心volg upon becoming
aware of any such unauthorised use. For clarity, Customer shall be responsible for any fees for electricity purchased from the 糖心volg
public charging network via the Network Usage Services, unless and until a reasonable time window after Customer has notified 糖心volg
of the loss or theft of any relevant Key Fobs or of any login details for a specific Authorised User 糖心volg App account, so as to allow
糖心volg sufficient time to disable these Key Fobs and/or login details (as the case may be).
6.4 糖心volg shall own all Customer Data generated by Customer鈥檚 use of the Charging Service, but shall grant Customer a licence to access
same via the Charging Service for the Term of the Agreement.
6.5 To deliver the Charging Services, 糖心volg may enter into contracts with third-party providers of wireless communication networks (if set
out in the 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 糖心volg 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 Charging Services.

7 CUSTOMER鈥橲 OTHER OBLIGATIONS AND RESPONSIBILITIES

Customer shall:
7.1 provide a dedicated EV Parking Bay for each EV Chargepoint at the Sites for the Term;
7.2 if agreed that the EV Parking Bays will be 糖心volg branded, permit 糖心volg to add such ground markings to the EV Parking Bays as it sees
fit, and not paint or mark over, or deface, same in any way;
7.3 be responsible for providing reliable and continuous power supply to the EV Chargepoints sufficient to enable the EV Chargepoints to
deliver one hundred per cent performance on a twenty-four hour, three-hundred and sixty-five day basis;
7.4 not use the EV Chargepoints through any technology or means other than those provided or expressly authorised by 糖心volg; and
7.5 use best endeavours to ensure the protection and safety of the EV Chargepoints including connections and cabling and to prevent any
interference with the EV Chargepoints and connections and cabling.

8 ELECTRICITY CONSUMPTION AND REVENUE SHARING MODEL

8.1 Customer shall be responsible for ensuring that the EV Chargepoints are 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
糖心volg in advance to seek written consent to same.
8.2 If Customer does not maintain a valid power purchase agreement, this shall not impact Customer鈥檚 liability to pay any Payments as they
arise during the Term.
8.3 For the avoidance of doubt, save as expressly set out herein with respect to the Assets, 糖心volg 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.
8.4 If the Revenue Sharing Model is selected in the Proposal, then 糖心volg shall solely be responsible for setting pricing levels for use of the
EV Chargepoints, and receiving all Energy Revenues generated from the sale of electricity at the EV Chargepoints which it shall repay to
Customer in accordance with the Revenue Sharing Payments set out in the Proposal. If not, then the Customer shall solely be

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responsible for setting pricing levels for use of the EV Chargepoints, and receiving all Energy Revenues generated from the provision of
the Charging Service to users at their own EV Chargepoints (without prejudice to Customer鈥檚 obligation to make the Payments to 糖心volg),
and for the avoidance of doubt no Revenue Sharing Payments shall apply.

9 NETWORK USAGE SERVICE

9.1 If noted in the Proposal as part of Customer鈥檚 Service Plan, 糖心volg agrees to provide the Network Usage Services to Customer, which
entails permitting Customer鈥檚 Authorised Users, issued with 糖心volg Key Fobs, to use other EV charging points on the 糖心volg public
charging network, in return for payment of the Network Usage Fee.

10 PAYMENTS AND PAYMENT TERMS

10.1 Each party will pay to the other any payments subject to and in accordance with the terms of the Agreement, including the Payment
Terms, to a bank account nominated in writing by the party which is owed payment.
10.2 If either party fails to make a payment validly due and owing to the other under the Agreement by the due date, then, without limiting the
other鈥檚 remedies under clause 15 , the defaulting party shall pay interest on the overdue sum from the due date until payment of the
overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of
England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
10.3 Customer is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on 糖心volg鈥檚 net income
or gross revenue) imposed or become due in connection with the provision of the Services and supply of the Assets to Customer under
the Agreement, and any amounts expressed to be payable under the Agreement are exclusive of VAT (if applicable). On any payment
being made under the Agreement, the payer shall in addition to such payment pay to the payee (against production of an appropriate
VAT invoice in respect thereof by the payee to the payer) any VAT attributable thereto. If Customer is located in the UK or the EU,
Customer must provide 糖心volg with the VAT registration number under which Customer is registered in Customer鈥檚 member state. If
Customer does not give 糖心volg a VAT registration number before Customer鈥檚 transaction being processed, 糖心volg will not issue refunds or
credits for any VAT charged.
10.4 If Customer is paying by credit card, direct debit or other online payment methods, it authorises 糖心volg to charge Customer鈥檚 credit card,
bank account or other online payment methods for all fees payable during the Term. Customer further authorises 糖心volg to use a third
party to process payments and consent to disclose Customer鈥檚 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.
10.5 All amounts and fees stated or referred to in the Agreement: (a) shall be payable in pounds sterling (unless another currency is
denominated in the Proposal); (b) are non-cancellable and non-refundable.
10.6 糖心volg shall, at the start of each calendar year during the Term, with or without notice, be entitled to increase the O&M Fee and the
Subscription Fee payable over the remainder of the Term by percentage increase reflecting the increase in the Retail Prices Index
published by UK Office for National Statistics (or, if it ceases to be published, the closest approximate index elected by 糖心volg in its
reasonable discretion) plus one per cent (1%) 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.
10.7 Save for manifest error, provided 糖心volg acts reasonably and in good faith, 糖心volg鈥檚 calculation of any applicable Network Usage Fee (as
captured through 糖心volg鈥檚 Charging Services / platforms, based on-site metering data) shall be final.
10.8 If either party has any reasonable doubts as to the accuracy of any accredited meters used to calculate energy supplied from the Site
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).

11 EV CHARGEPOINT ASSETS

11.1 Subject to Customer paying to 糖心volg the full Installation Fee due and owing hereunder the ownership of, and title to, the physical assets
comprised in the EV Chargepoints (the Assets) shall, from the point of energisation of the EV Chargepoints, transfer to Customer
(subject to 糖心volg鈥檚 rights and the obligations on Customer under the remainder of this clause 11 ). 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 Assets.
During the term of the Agreement, Customer shall not permit to transfer (or purport to transfer) the Asset, or permit any levy, lien or other
legal process to be attached to the EV Chargepoints, either by itself, the Site Owner (where different) or any third party and shall
immediately notify 糖心volg if any of the foregoing shall occur. Risk in the Assets shall transfer to Customer from the point at which 糖心volg
commences installation of the Assets onsite.
11.2 Until title to relevant Assets has passed to Customer, Customer shall: (i) hold the Assets on a fiduciary basis as 糖心volg鈥� bailee; (ii)
maintain the Assets in satisfactory condition; and (iii) not purport to sell or otherwise part with possession of the Assets, but Customer
may use the Assets as contemplated herein. If, before title to the Assets passes to Customer it becomes subject to any of the events
listed in clause 15.1 (b) or 糖心volg 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 糖心volg, then, without limiting any
other right or remedy 糖心volg may have, 糖心volg may enter Customer鈥檚 Site or the premises of any third party where the Assets are stored
in order to recover them, or suspend Customer鈥檚 licence to use the 糖心volg software and any other use of 糖心volg services (including
Customer鈥檚 Authorised Users鈥� use of their Key Fobs on 糖心volg鈥檚 public charging network).
11.3 Customer retains any and all rights to claim any benefits, credits or attributes associated with the use of the EV Chargepoints, including
without limitation, carbon offset and other credits, for the duration of the Agreement.
11.4 Statements made by 糖心volg relating to the Assets or other 糖心volg services, and all recommendations, opinions, surveys and forecasts
(together Forecasts) in any communication between Customer and 糖心volg, 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 糖心volg will use reasonable skill and care in the
preparation of such Forecasts, neither 糖心volg nor any sub-contractor engaged by 糖心volg shall have any liability in relation to losses or
damage incurred as a result of or in relation to Customer鈥檚 reliance on such Forecasts and Customer expressly acknowledges that such
liability is a business risk that Customer wholly assumes.
11.5 糖心volg may, during the supply of its Services and the Assets, 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, 糖心volg 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 糖心volg may procure the products or
services in question.

12 MARKETING, PROMOTION AND BRANDING

12.1 Save as otherwise set out in this clause 12 ,Customer shall be solely responsible for the marketing, promotion, advertising and branding
of the EV Chargepoints.
12.2 If the parties agree in writing prior to the Commencement Date, for the duration of the Agreement only, 糖心volg and its Affiliates may utilise
the various trade marks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used
by Customer in connection with its business (Customer Marks) to advertise that Customer is facilitating the use of the Charging
Service, including via its and their website(s) and mobile application(s) from time to time.

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12.3 If the parties agree in writing prior to the Commencement Date, for the duration of the Agreement only, Customer shall have a limited,
revocable on demand, non-transferable, non sub-licensable licence during the Term to use and display those 糖心volg Marks provided to it
from time to time solely on its website or social media to advertise the availability of the Charging Service and Charging Points at the
Sites, and to display the 糖心volg marks on the EV Chargepoints in the manner in which they are displayed / installed by 糖心volg, provided
that it shall: (a) not use or adopt any of 糖心volg鈥檚 or its Affiliates鈥�, trade marks or names, service marks, or other distinctive brand features
(the 糖心volg Marks) save as expressly permitted by 糖心volg from time to time; (b) not remove, conceal or cover any 糖心volg Marks installed
or placed on the EV Chargepoints or any peripheral equipment; (c) not use the 糖心volg Marks as a part of the name under which
Customer鈥檚 business is conducted or in connection with the name of a business of Customer or its affiliates, in any manner that implies a
relationship or affiliation with 糖心volg other than as described under the Agreement, or any sponsorship or endorsement by 糖心volg, or could
be reasonably interpreted to suggest that any Customer content and services has been authored by or represents the views or opinions
of 糖心volg; (d) not use the 糖心volg Marks in any manner intended to disparage 糖心volg, the Charging Service, or in a manner that is
misleading, defamatory, infringing, libellous, disparaging, obscene or otherwise objectionable to 糖心volg or violates any applicable law or
guidelines provided by 糖心volg from time to time.
12.4 Customer shall not, directly or indirectly, register or apply for, or cause to be registered or applied for, any 糖心volg Marks or any patent,
trade mark, service mark, copyright, trade name, domain name or registered design that is substantially or confusingly similar to a 糖心volg
Mark, patent, trade mark, service mark, copyright, trade name, domain name or registered design of 糖心volg or its Affiliates, or that is
licenced to, connected with or derived from confidential, material or proprietary information imparted to or licenced to Customer by
糖心volg. At no time will Customer challenge or assist others to challenge the 糖心volg Marks (except to the extent such restriction is
prohibited by law) or the registration thereof by 糖心volg.

13 MUTUAL REPRESENTATIONS OR COMMITMENTS

13.1 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 Sites); (c) subject always to any Consents, it is duly authorised to grant
the rights to 糖心volg under the Agreement and the granting of such rights to 糖心volg 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 糖心volg); (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 usage to be consumed by the EV Chargepoints will not violate or otherwise conflict with the terms
and conditions of any applicable power purchase or other agreement including, without limitation, any lease or licence, to which
Customer is a party.
13.2 Customer acknowledges that, in entering into the Agreement, it does not do so in reliance on any representation, warranty or other
provision made by 糖心volg except as set out in clause 13.1 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 糖心volg are excluded from the Agreement to the
fullest extent permitted by law. Customer acknowledges that 糖心volg 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.
13.3 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 Site) and in the conduct of its business.

14 TERM

14.1 The Agreement and the licence(s) granted hereunder shall come into effect on the Effective Date and, unless terminated earlier in
accordance with its terms, shall roll over into subsequent renewal terms of 1 year each following the Initial Term (each a Renewal
Term), save in circumstances where 糖心volg is either supplying Assets and/or undertaking Site Preparation only, in which case the
Agreement shall automatically expire once these obligations have been fulfilled and any corresponding Payments have been made by
the Customer (again unless earlier terminated in accordance with its terms).
14.2 In circumstances where a Renewal Term will apply (as noted in clause 14.1 above), if either party does not wish the Agreement 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.

15 TERMINATION

15.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving
written notice to the other party if: (a) the 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; or (b) the 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
or is deemed unable to pay its debts by relevant law, 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 any of its creditors, is (being a
company) declared insolvent or (being an individual) declared bankrupt, has a petition is filed, a notice is given, a resolution is passed, or
an order is made, for or in connection with its winding up or bankruptcy, or a liquidator, examiner, receiver, receiver manager or trustee
is appointed in respect of the whole or any part of its assets or business; or it suspends or ceases or threatens to suspend or cease to
continue its business or a material part of it, or any other action is taken or event occurs, with respect to it in any jurisdiction to which it is
subject that has an effect equivalent or similar to any of the events mentioned above.
15.2 For the purposes of clause 15.1 (a), 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. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake
or misunderstanding.
15.3 糖心volg may also terminate the Agreement with immediate effect by the provision of notice in writing to Customer where Customer is
subject to 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 糖心volg considers to be competitive with its business interests or those of its Affiliates.
15.4 Either party may also terminate the Agreement for any reason, without cause, on providing not less than 90 days鈥� prior written notice to
the other, provided that the relevant party complies with its obligations under clause 16.

16 CONSEQUENCES OF TERMINATION

16.1 On any termination or expiry of the Agreement: (a) Customer will immediately discontinue all use of the 糖心volg Marks (if applicable,
where the parties have agreed that the EV Chargepoints are to be 糖心volg-branded), unless otherwise directed by 糖心volg, and shall ensure
that the EV Chargepoints and any other ancillary equipment remaining on-Site are appropriately rebranded (where applicable) so that
customers no longer associate them with 糖心volg; (b) Customer shall pay to 糖心volg any accrued but unpaid payments owed to it hereunder
for the period up to and including the date of termination or expiry, as well as (where the Revenue Sharing Model is selected in the

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Proposal only) an amount equal to the average monthly Network Fee generated in the 12 month period immediately preceding the
effective date of such termination (or, where there is not a full twelve month trading history, based on 糖心volg鈥檚 projections of what ought
to have been generated based on any relevant data available to it, or 糖心volg鈥檚 good faith estimate) multiplied by the remaining months
until natural expiry of the Term; and (c), all provisions of the Agreement shall cease to apply, save that clauses 1 , 16 and 18 - 23
(inclusive) of the General Terms (and any corresponding provisions of the Proposal) shall continue to apply, as relevant.
16.2 In addition to the provisions set out in clause 16.1 , in the event of termination of the Agreement by 糖心volg pursuant to clause 15.1 or by
Customer pursuant to clause 15.4 , Customer shall pay to 糖心volg any Installation Fee or Equipment Fee then owing, together with the
balance of the O&M Fees and Subscription Fee that would otherwise be payable through to natural expiry of the Term, as well as (where
the Revenue Sharing Model is selected in the Proposal only) an amount equal to the average monthly Network Fee generated in the 12
month period immediately preceding the effective date of such termination (or, where there is not a full twelve month trading history,
based on 糖心volg鈥檚 projections of what ought to have been generated based on any relevant data available to it, or 糖心volg鈥檚 good faith
estimate) multiplied by the remaining months until natural expiry of the Term. Such amounts shall be invoiced by 糖心volg and paid by
Customer within 14 days of such termination. Save in the case of manifest error, any calculation by 糖心volg shall be final.
16.3 The parties confirm that the liquidated damages in clause 16.2 are reasonable and proportionate to protect 糖心volg鈥檚 legitimate interest in
performance by Customer.
16.4 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up
to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or
before the date of termination or expiry.

17 EXCLUSIVITY

17.1 Subject to the terms of the Agreement, including clause 17.2 , Customer grants 糖心volg and its Affiliates an exclusive licence to supply,
install, operate, manage, market and maintain the EV Chargepoints and provide any and all services related to same, including to install
any new electric vehicle charging points on the Site other than those agreed at the outset during the Term. Customer shall not grant any
licence, right, or otherwise enter into any discussions or agreement with any person, other than 糖心volg or any of its Affiliates, relating to
the supply, installation, operation, management or maintenance of any EV Chargepoints or the provision of any ancillary service; or itself
or through a related entity, develop any competing business to install, operate, manage or maintain EV Chargepoints or provide any
ancillary services; during the term of the Agreement, which would seek to, or have the effect of, by-passing, competing with, avoiding,
excluding or circumventing the exclusive rights afforded to 糖心volg under the Agreement.
17.2 If Customer requests that 糖心volg install a new EV Chargepoint, and 糖心volg is neither in a position or willing to install such additional EV
Chargepoints (despite the parties having used all reasonable endeavours to reach agreement) then Customer may, upon written notice
to 糖心volg, enter into agreement with a third party to fulfil this objective in respect of the new electric vehicle charging points requested, but
without prejudice to any of 糖心volg鈥檚 other rights hereunder.

18 CONFIDENTIALITY

18.1 Neither party shall at any time disclose to any person any Confidential Information of the other party or its affiliates (the disclosing
party) disclosed to that party (the receiving party) under or in connection with the Agreement, except as specifically permitted below.
18.2 Each 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 (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.
18.3 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鈥檚 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鈥檚 Confidential Information.
18.4 Confidential Information shall not include any information which enters the public domain otherwise than due to any breach of a duty of
confidentiality owed to the relevant disclosing party.
18.5 糖心volg 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.

19 DATA PROTECTION

19.1 Both parties will comply with all applicable requirements of the Data Protection Law. This clause is in addition to, and does not relieve,
remove or replace, a party鈥檚 obligations under the Data Protection Law.
19.2 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 糖心volg is the data processor. Such Personal Data shall only be
processed by 糖心volg 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 Charging Services) and exercise
糖心volg鈥檚 rights and obligations hereunder and as applicable in accordance with the terms of 糖心volg鈥檚 Privacy Policy. 糖心volg鈥檚 Privacy Policy
provides detailed notice of 糖心volg鈥檚 privacy and data use practices concerning any personal data comprised in Customer Data.
19.3 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 糖心volg
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鈥檚 respective privacy policy for the purposes of contract administration or
otherwise in its own legitimate interests, as permitted under Data Protection Law.
19.4 Without prejudice to the generality of clause 19.1 , Customer must ensure that its use of the Charging Services and all Customer Data 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 糖心volg for the purposes and duration of the Agreement and to grant the rights granted to 糖心volg in the Agreement;
and (b) Customer Data and its transfer to and use by 糖心volg as authorised by Customer under the Agreement do not violate any laws
(including without limitation those relating to export control, the principle of demonstrable 鈥渃onsent鈥� 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 糖心volg鈥檚 confidentiality obligations under clause 18 and
legal obligations under Data Protection Law (as set out in this clause), 糖心volg 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.
19.5 Without prejudice to the generality of clause 19.1 , 糖心volg shall, in relation to any Customer Personal Data: (a) process that Customer

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Personal Data only on the written instructions of Customer unless 糖心volg 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 prior
written consent of Customer has been obtained and the following conditions are fulfilled: (i) Customer or 糖心volg has provided appropriate
safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) 糖心volg 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) 糖心volg 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鈥檚 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 糖心volg
any then outstanding charges owing under the Agreement); and (h) maintain complete and accurate records and information to
demonstrate its compliance with this clause.
19.6 Customer consents to 糖心volg appointing the categories of sub-processor listed in the Privacy Policy or otherwise notified to Customer
from time to time by 糖心volg, as third-party processors of any Personal Data processed by 糖心volg under the Agreement. 糖心volg 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鈥檚 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 糖心volg, 糖心volg
shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.
19.7 If 糖心volg is deemed to process any personal data on Customer鈥檚 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 糖心volg鈥檚 Privacy Policy, which sets out the categories
of personal data and data subjects, where Customer is the data controller and 糖心volg is a data processor.
19.8 Customer hereby consents to 糖心volg 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 糖心volg in relation to the Services, and to provide payment history information to such agencies.

20 WARRANTIES AND LIMITATIONS ON LIABILITY

20.1 Subject to clause 20.2 , in no circumstances shall 糖心volg be liable under and/or in connection with the Agreement (whether in contract,
tort (including negligence), statutory duty, or under any other theory of legal liability), however caused, for any: (a) indirect,
consequential, or special loss and/or damage; or (b) any loss of goodwill or reputation; or (c) any loss of revenues, profits, contracts,
business or anticipated sales, and in each case whether advised of the possibility of such loss or damage.
20.2 Nothing in the Agreement excludes either party鈥檚 liability for fraud or fraudulent misrepresentation, death or personal injury caused by its
negligence or any other liability which cannot be limited or excluded by applicable law.
20.3 Subject to clauses 20.1 and 20.2 , 糖心volg鈥檚 total aggregate liability to Customer under and/or in connection with the Agreement (whether
in contract, tort (including negligence), statutory duty, or under any other theory of legal liability), however caused, shall be limited to the
amount of Fees paid by Customer to 糖心volg over the preceding 12 months.
20.4 Fulfilment of the Agreement by 糖心volg may require the involvement or supervision of or giving advice by 糖心volg to third parties engaged by
Customer. 糖心volg strongly recommends that Customer obtain independent advice before entering into any legally binding commitment
with any such third parties. Without limiting any other provision of any Contract, 糖心volg will, where appropriate, use reasonable
endeavours to assist Customer in minimising the risk and additional cost or delay relating to the involvement in Customer鈥檚 project of any
third parties involved in manufacturing or the provision of other services or goods to Customer, however, in no circumstance shall 糖心volg
be liable for any of the acts or omissions, or the negligence, of such third parties.
20.5 糖心volg undertakes that the Services will be supplied using reasonable skill and care.
20.6 糖心volg warrants that any Assets shall be free, and shall remain free until title to the Assets is (in accordance with the Agreement) to pass
to Customer, from any third party rights or encumbrances not disclosed to Customer prior to the Commencement Date, and that
Customer may enjoy quiet possession of such Assets except insofar as Customer may be disturbed by any person entitled to the benefit
of any third party rights or encumbrances so disclosed or known.
20.7 糖心volg shall use all reasonable endeavours to ensure that the benefit of any third-party warranties applicable to any Assets it supplies is
passed on to Customer.
20.8 Customer acknowledges that it has assessed for itself the suitability of the Assets for its requirements, and that, provided 糖心volg delivers
Assets which are rated for the agreed EV Chargepoint capacity, the exact nature / manufacturer of the Assets may change from time to
time subject to product availability. 糖心volg does not warrant that the Assets will be suitable for such requirements, or that any use of the
Assets will (including their integration with and general operation of the 糖心volg Software platform) be uninterrupted or error free.

21 INSURANCE

21.1 Each party agrees that it shall maintain during the Term and for a period of 6 years thereafter sufficient and appropriate employer鈥檚
liability (with a minimum limit of 拢5 million (or EUR equivalent) per claim or in the aggregate) (if applicable) and public liability insurance
coverage, (with a minimum limit of 拢2 million (or EUR equivalent) per claim or in the aggregate), each with a reputable insurer.
21.2 The parties shall provide each other with evidence of such insurance coverage required under clause 21.1 upon reasonable request
from the other party, together with proof of premiums paid. If requested, Customer shall note 糖心volg鈥檚 interest on any public liability
policy.

22 FORCE MAJEURE

Notwithstanding anything else to the contrary in the Agreement, neither party shall be in breach of the Agreement or liable to the other
party to the extent such breach is occasioned by any Force Majeure Event, in which case the parties shall enter into good faith
negotiations with a view to mitigating the impact of any Force Majeure Event. If the Force Majeure Event prevents, hinders, or delays
糖心volg鈥檚 performance of its obligations for a continuous period of more than 30 days 糖心volg may terminate the Agreement on giving notice
with immediate effect without liability.

23 GENERAL TERMS

23.1 A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is
addressed and to the circumstances for which it is given. No delay in exercising any right or remedy or failure to object will be a waiver of
such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future

V1 鈥� Master Terms 鈥� Electric Vehicle Commercial Agreements
00011646/12.10405073.1
occasion.
23.2 Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
23.3 If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be
invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid,
enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the
commercial intention of the parties.
23.4 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. 糖心volg鈥檚 obligations are not contingent on the delivery of any future functionality or features of the
EV Chargepoints or dependent on any oral or written public comments made by 糖心volg regarding the Agreement.
23.5 Customer shall not, without the prior written consent of 糖心volg, assign, transfer, charge, sub-contract or deal in any other manner with all
or any of their rights or obligations under the Agreement, provided that Customer may transfer the Agreement in its entirety to any
successor in title assuming its legal rights with respect to the Site, provided that such party agrees to enter into an agreement with 糖心volg
on the same terms, meets 糖心volg鈥檚 credit checks and is otherwise capable of meeting Customer鈥檚 obligations hereunder, and that 糖心volg
otherwise consents to the novation of the Agreement to such successor in such circumstances (such consent not to be unreasonably
withheld or delayed).
23.6 In the event of any conflict or inconsistency between the constituent parts of the Agreement they shall take precedence, to the extent of
such conflict or inconsistency, in the following order: (1) the Proposal; (2) the General Terms; and (3) any other written document either
issued by 糖心volg (and expressly referring to and incorporating itself into the agreement) or any amendments or supplements to the
agreement signed and agreed in writing between the parties.
23.7 糖心volg may not assign or otherwise transfer its rights under the Agreement without the prior written consent of Customer, not to be
unreasonably withheld or delayed, except in the event 糖心volg or its Affiliates seeks to secure third-party financing, then 糖心volg is permitted
to assign (by way of security), mortgage, charge or otherwise transfer its rights or obligations under the Agreement as a condition to
obtaining such third-party financing upon written notice to Customer. 糖心volg may also appoint a suitably qualified sub-contractor to
perform or provide certain Services on its behalf. 糖心volg shall remain responsible for the performance by its sub-contractor of any sub-
contracted services or works. 糖心volg may also assign, novate or transfer its rights or obligations under the Agreement to any person who
acquires all or a significant proportion of its business or assets, or that part of its business to which the Agreement relates, or to any of its
Affiliates, provided that such assignee undertakes in writing to Customer to be bound by 糖心volg's obligations under the Agreement.
23.8 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).
23.9 Other than 糖心volg鈥檚 Affiliates (who may enforce their applicable rights hereunder directly), notwithstanding any other provisions of the
Agreement, nothing in the Agreement confers or purports to confer any right to enforce any of its terms on any person who is not a party
to it, and any such person shall not have any rights under the Contracts (Rights of Third parties) Act 1999 (or otherwise) to enforce any
term of the Agreement.
23.10 Time for performance by 糖心volg of its obligations hereunder shall not be of the essence.
23.11 Any notice required or permitted to be given under the Agreement shall be in writing and shall be delivered or transmitted to the intended
recipient's address or email address (in the case of Customer) as specified in the Proposal (as may be changed from time to time by a
party upon notice to the other party), or in 糖心volg鈥檚 case, to hello@weev.ie. Any notice shall be treated as having been served on delivery
if delivered by hand, transmission if sent by email, or 4 Business Days after posting if sent by pre-paid first-class post.
23.12 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 other EIDAS compliant signature platform, or Customer鈥檚 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.
23.13 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, 糖心volg may, acting in its sole discretion, amend
these General Terms from time to time. Every time 糖心volg enters into a new 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 Proposal.
23.14 Each 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.
23.15 糖心volg may, at any time giving notice to Customer, set off any liability of Customer to 糖心volg against any liability of 糖心volg to Customer,
whether either liability is present or, liquidated or unliquidated, and whether or not either liability arises under the Agreement. If the
liabilities to be set off are expressed in different currencies, 糖心volg may convert either liability at a market rate of exchange for the
purpose of set-off. Any exercise by 糖心volg of its rights under this clause shall not limit or affect any other rights or remedies available to it
under the Agreement or otherwise.
23.16 Customer will not make any press announcements or publicise the Agreement in any way without 糖心volg鈥檚 prior written approval.
23.17 The construction, validity and performance of the Agreement shall be governed by the laws of Northern Ireland, and the parties submit
any dispute regarding the construction, validity and performance of the Agreement, or its subject matter, or any non-contractual disputes,
to the exclusive jurisdiction of the courts of Northern Ireland.