PUBLIC OFFER AGREEMENT
ON THE CONNECTION
OF CHARGING DEVICES FOR CHARGING ELECTRIC VEHICLE BATTERIES (Hereinafter referred to as "ABETZ")
TO THE SOFTWARE
LIMITED LIABILITY COMPANY "EVA CHARGERS",
In the text – "Aggregator" Legal entity identification code: 44793701
Location: Kharkiv region, city of Kharkiv, Rudika Street, building 6
hereby provides access (hereinafter referred to as "Access") to software that connects owners of ABETZ charging devices (hereinafter referred to as "Charger") and owners of electric vehicles who are users of the Application (hereinafter referred to as "Users, User").
1. GENERAL PROVISIONS AND SUBJECT OF THE AGREEMENT
1.1. The Agreement is a public agreement within the meaning of Article 633 of the Civil Code of Ukraine, and the person who accepts the proposal (public offer) to conclude the Agreement (accepts) becomes the Customer in accordance with Article 642 of the Civil Code of Ukraine, Article 11 of the Law of Ukraine "On Electronic Commerce" and the terms of this Agreement.
1.2. The Agreement is a proposal (public offer) to an unlimited number of individuals and legal entities to conclude an Agreement with the Aggregator by fully and unconditionally accepting the terms of this Agreement.
1.3 The terms of the Agreement are the same for all persons who have decided to accept the terms of this Agreement.
1.4 The Agreement is an adhesion contract within the meaning of Article 634 of the Civil Code of Ukraine, since its terms and conditions are determined by the Aggregator and can be accepted by the Charger only by adhering to the proposed Agreement as a whole. If the Charger disagrees with all or some of the provisions of this Agreement, the Agreement shall not be concluded.
1.5 The use of the Aggregator's software products shall be deemed to constitute accession to the Agreement.
1.6 The Agreement shall be deemed concluded from the date of use of the Aggregator's software products under the terms and conditions set forth in this Agreement.
1.7 The use of the Aggregator's software products is considered to be the Charger's acceptance of the offer to conclude the Agreement (acceptance), and also confirms the fact of the Customer's full and unconditional acceptance of the terms of this Agreement without any reservations or comments in accordance with Article 642 of the Civil Code of Ukraine. By accepting the Contractor's offer (public offer), the Customer agrees to all the terms of this Agreement and confirms that they understand the content of the Agreement and the legal consequences of its conclusion.
1.8 The Agreement is an electronic agreement within the meaning of Article 3 of the Law of Ukraine "On Electronic Commerce", is concluded using available information and telecommunications systems and cannot be invalidated due to its conclusion in electronic form.
1.9 This Agreement in paper form is printed as necessary independently from the Aggregator's website: https://www.evachargers.com/, or may be provided at the request of the Charger.
1.10 The terms used in this Agreement shall have the following meanings:
1.10.1 Public offer - the Aggregator's offer to conclude the Agreement, posted on the Aggregator's website and set forth by the Aggregator in the terms of this Agreement, addressed to an indefinite circle of individuals and legal entities;
1.10.2 Acceptance - full, unconditional, and unreserved acceptance by the Charger of the terms of the Agreement through the use of the Aggregator's software products or by other means agreed upon by the Parties;
1.10.3 Charger - an individual or legal entity that receives services from the Contractor under the terms and conditions provided for in the Agreement;
1.10.4 Aggregator's Website - a set of web pages available on the Internet under the domain name https://www.evachargers.com/;
1.10.5 Intermediate service providers in the information sphere - telecommunications operators (providers), payment infrastructure service operators, financial institutions, banks, registrars (administrators) that assign network identifiers, and other entities that ensure the transmission and storage of information using information and telecommunications systems that are created, used, and distributed in accordance with the terms of the Agreement.
1.11 The Agreement is concluded on the basis of a proposal to conclude it (public offer) by the Aggregator and its acceptance by the Charger;
1.12 The Aggregator's public offer is set out in the terms of this Agreement.
1.13 Acceptance of the Public Offer is the performance by the Charger of the actions specified in this Agreement, resulting in the conclusion of this Agreement;
1.14 By entering into the Agreement, the Charger confirms:
1.14.1 full and comprehensive familiarization with the Public Offer set forth in the terms and conditions of this Agreement;
1.14.2 their unconditional and unreserved acceptance of the Public Offer set forth in the terms and conditions of this Agreement;
1.14.3 full understanding of the content of their obligations under the Agreement and the legal consequences of its conclusion.
1.15 Confirmation of the conclusion of the Agreement is the use of the Aggregator's software products, a receipt, a check, a payment order, other settlement or cash document (in electronic and/or paper form) certifying the fact of payment for the services that are the subject of the Agreement, in accordance with the requirements of the legislation of Ukraine, unless otherwise agreed by the Parties.
1.16 Under this Agreement, the Aggregator provides the Charger with access to the Software, including, but not limited to, access to the Application, for the purpose of connecting charging devices for charging ABETZ belonging to the Charger (hereinafter referred to as "Access").
1.17 In accordance with the terms of this Agreement, the Charger is granted Access to the software (ADMIN PANEL) located on the Internet at: https://admin.chargersystem.com/, owned and developed by ChargerSystem Inc, including, but not limited to, access to the EVA Chargers mobile application located in the App Store and Google Play (hereinafter referred to as the "Application"), the intellectual property rights to which belong to ChargerSystem Inc (hereinafter referred to as the "Software"), and the Aggregator owns a licensed copy of the basic software, which is personalized using the Aggregator's intellectual property.
1.18 The Aggregator confirms that, in accordance with the existing agreements with ChargerSystem Inc, it has the relevant right, namely the ownership of the LICENSE for the software product, which gives it the right to conclude this Agreement.
1.19 The Charger is obliged to configure its own charging devices for charging ABETZ and to fill in the location address, cost of services, power, and other necessary data in the system.
2. FINANCES AND SETTLEMENTS
2.1 The Charger agrees that the Users of the Application, in addition to paying for ABETZ charging services, shall additionally pay:
- a royalty for management and monitoring system services in the amount of 5% (five percent), payable on each amount paid by the User (hereinafter referred to as the "Royalty");
- a commission to the relevant financial institution/bank in accordance with the tariffs of financial institutions/banks available for use in the Aggregator system, payable by the User for each payment for ABETZ charging services (hereinafter referred to as the "Financial Institution Commission");
2.2. The Charger receives payment from Users for ABETZ charging services through financial institutions, which transfer 100% (one hundred percent) of the funds received to the Charger's account (excluding the Financial Institution Commission and Royalty).
2.3 The Charger undertakes to pay the Aggregator for online services, subscriptions, licenses, and other expenses related to the operation of the Software, such as:
2.3.1 Subscription - Basic "ONLINE".
Service for processing data and controlling the charger for charging ABETZ using the Software, availability of information about the charger for charging ABETZ through the Application. The service applies automatically to all chargers for charging ABETZ from which one or more connection sessions to the server have been processed during a calendar month. The cost of the service is $5.00 (five) per month for each charging device with sessions during the month and is paid to the AGGREGATOR in hryvnia equivalent at the NBU exchange rate on the day of receipt of the invoice from the AGGREGATOR or directly to ChargerSystem Inc through a financial institution available in the system using a credit card within 30 days.
2.3.2 Subscription - Additional service "INTERNET" at the request of the Charger, for each "SIM card" internet connection, the cost is 3.00 (three) US dollars per month, in hryvnia equivalent at the NBU exchange rate on the day of receipt of the invoice from the AGGREGATOR or the mobile operator company.
2.3.3 Subscription - Additional service "OPERATIONAL MAINTENANCE" at the request of the Charger, automated operational and accounting records, including payment for electricity, meter reconciliation, resolution of current operational issues, etc. The cost of the service is 6% (six percent) of the total turnover of funds from the operation of charging devices for charging ABETZ.
2.3.4 Subscription - Additional service "BONUS CASH" at the request of the Charger, Service for withdrawing funds from the bonus balance, transit and payment system accounts, the Aggregator's commission is 3% (three percent) of the withdrawal amount.
2.3.5 Subscription - Additional service "MULTIBILLING" at the request of the Charger, connecting charging devices for charging ABETZ to an additional operator costs an additional $7.00 per month, in hryvnia equivalent at the NBU exchange rate on the day of receipt of the invoice from the AGGREGATOR, for each additional operator.
2.4 The Charger determines the rates for charging services by setting prices in the profile of each charging device for charging ABETZ, which are displayed in the Application.
2.4.1 The Charger agrees that the Aggregator is not a party to the relationship between Users and the Charger.
2.4.2 The Parties have agreed that, subject to the User's payment in accordance with the provisions of Section 2 of this Agreement, the User shall have the right to access the Charger's EV charging devices, information about which is available in the Application, provided that such charging devices for charging ABETZ are free and not used by other Users.
2.5 Payment is made by depositing or reserving funds in the User's personal account in the Aggregator system in the amount of the minimum charging amount, which may be changed by the Charger.
2.6 Upon direct receipt of Access under this Agreement by the User and the Charger, funds are debited or reserved from the User's bank card in the acquiring payment systems offered by the Aggregator in the amount determined in accordance with the provisions of clauses 2.2, 2.4, 2.5 of the Agreement.
2.7 The funds of the User that are transferred to the bank account of the Charger's respondent through calculations in the Aggregator's system are payment for the Services under this Agreement and are not refundable to the User after receiving the Service. The Aggregator is only a computing system that connects the User and the Charger and does not bear any financial responsibility that may arise between the User and the Charger.
2.5 The Aggregator provides the User with access to the ABETZ charging service, provided that there are funds in the User's personal account or provided that the User's funds are pre-reserved in the Aggregator system in an amount not less than that specified by the Charger in the profile of each charging device for charging ABETZ, which are displayed in the Application.
2.6 Subject to payment in accordance with the provisions of Section 2 of the Agreement, the User has the right to access the Charger's charging devices in accordance with this Agreement using available charging devices for electric vehicles (including their connectors and adjacent parking spaces), information about which is available on the website or in the Aggregator's mobile application.
2.7 The Aggregator is obliged to terminate the provision of charging services for the User's ABETZ if the amount reserved or in the account is insufficient for a full charge of the ABETZ.
2.8 After the termination of the provision of ABETZ charging services to the User, the Aggregator will charge a downtime fee. If it is not possible to automatically debit the downtime fee from the User's account or if the User does not pay the downtime fee, the Aggregator shall be obliged to block such User's access to the ABETZ charging service, but shall not be obliged to pay the Charger the amount of the downtime debt that has not been collected from the User.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES TO THE AGREEMENT
3.1 The Charger has the right to:
3.1.1 receive from the Aggregator complete and accurate information about the terms of this Agreement;
3.1.2 receive payments from the Aggregator in accordance with the terms of Section 2 of this Agreement;.
3.1.3 post information in the Application about the person providing ABETZ charging services.
3.2 The Aggregator has the right to:
3.2.1 store and process the Charger's personal data provided to the Aggregator during the performance of this Agreement, as well as the personal data of Users who have interacted with the Charger's EV charging devices;
3.2.2, for more accurate placement on electronic maps of ABETZ charging devices, subject to prior agreement with the Charger, change the display of their location and technical parameters in the Application (system);
3.2.3 not to refund the funds spent by the Charger in the Aggregator system;
3.2.4. to eliminate deficiencies in the functioning of charging devices for charging ABETZ, subject to the written consent of the Charger, to carry out any work related to (exclusively correction) the installation of power supply networks and correction of their operability, including modernization, modification, updating of components, etc.,with the mandatory provision of a written report to the Charger with a list of work performed by the Aggregator's employees no later than 3 (three) days from the date of such work.
3.2.5 introduce additional paid services or change the cost, amounts of funds established in clause 2 of the Agreement if the amount exceeds the market average by two times, and clause 2.6 of the Agreement in case of business necessity in accordance with market circumstances and processes;
3.2.6 unilaterally amend the Agreement and post the relevant information on the Aggregator's website and mobile application;
3.3 The Charger is obliged to:
3.3.1 make settings in the Charger's charging device software for charging ABETZ: select the payment method and cost of the charging service for Users, fill in the location address and power of the charging devices for charging ABETZ, and other data.
3.3.2 take all necessary actions to ensure the quality of the location of the chargers for charging ABETZ, installation, power supply, voltage, and grounding in accordance with the relevant norms and standards;
3.3.2 not to disseminate false information about the Aggregator or the terms of this Agreement;
3.3.3 not to transfer access to the Charger's account in the Application to third parties.
3.3.4 Pay the bills issued by the Aggregator and previously agreed upon by the Charger for work to eliminate malfunctions in the operation of charging devices for charging ABETZ, agreed upon by the Charger in accordance with clause 3.2.4 of the Agreement.
3.3.5 Not to disclose Confidential Information;
3.3.6 Post information in the Application about the legal entity, individual entrepreneur, etc., which receives funds, owns the station, or is a representative of the owner, or a tenant, etc. This information will be displayed in the station profile. If you do not want this information to be displayed, you must print out a paper version yourself and send it to the financial institution used.
3.4 The aggregator is obliged to:
3.4.1 properly perform its obligations under the Agreement, including, but not limited to, the obligation to provide Access to the Charger;
3.4.2 ensure the proper functioning of the support service within its technical capabilities.
3.4.3 ensure the proper and full functioning of the Software and the Application.
3.4.4 during the term of the Agreement, provide the Charger with access to the administrative panel (ADMIN PANEL) of the Application.
It is prohibited to use the Aggregator's logo in any modified form, including, but not limited to, changing the color scheme, proportions, placement of elements, as well as adding or removing any parts of the logo.
4. CONFIDENTIAL INFORMATION
4.1 All information in any form belonging to the Aggregator, namely personal data entered by the Charger during registration and/or in the process of obtaining Access under this Agreement and using the mobile application, website, or disclosed or provided in anyin any way by the Charger to the Aggregator and relating to the performance of the terms of this Agreement (hereinafter referred to as "Confidential Information") shall be considered confidential. The Aggregator guarantees that it will make every effort, taking into account its available resources, to store Confidential Information and undertakes not to use Confidential Information for any purpose other than to ensure the performance of this Agreement. Upon termination of this Agreement, the Aggregator shall take all measures with respect to materials relating to any Confidential Information, including, without limitation, the destruction of such materials or their return to the Aggregator, and their removal from information storage devices. The use of Confidential Information by the Aggregator for the purpose of sending out information independently and/or with the involvement of third parties shall not be considered a violation of the terms of this Agreement. The Aggregator shall have the right to disclose Confidential Information only under the conditions specified by law and/or in the interests of national security, economic well-being, and human rights.
4.2 By agreeing to the terms of this Agreement, the Charger consents to the processing of their personal data.
4.3 The Charger shall not publish or disclose for publication any information relating to this Agreement or in which the Aggregator is mentioned or the name of the Aggregator is implied, its subsidiaries or affiliates, or their respective employees, agents, officers, or representatives, or the trade or corporate names of the Aggregator or its subsidiaries or affiliates, without the prior written consent of the Aggregator.
5. LIABILITY
5.1 The Aggregator has the right to determine the amount (exclusively according to a reasoned calculation) of penalties, which cannot exceed the amount of compensation for losses caused to the Aggregator, Users, or third parties who have applied to the Aggregator for compensation. The penalty shall be paid by the Charger in the event of the following violations committed by the Charger:
5.1.1 negligent treatment of charging devices (which may result in damage to electric vehicles) used by the Charger to directly obtain Access under this Agreement;
5.1.2 poor-quality installation or maintenance of charging devices used by the Charger to directly obtain Access under this Agreement;
5.1.3 dissemination of false information about the Aggregator or the process of performing this Agreement;
5.1.4 disclosure of Confidential Information.
5.2 Upon discovery of the Charger's violations specified in clause 5.1 of the Agreement, the Aggregator shall determine in each individual case the amount of penalties payable by the Charger for such violation and shall notify the Charger thereof in writing (by email).
5.3 In the event of a violation by the Charger of the obligation established in clause 5.1 of the Agreement, the Aggregator has the right to suspend the display (access) of the broken station to Users until the problem with the station is resolved.
6. OTHER TERMS
6.1 Amendments to the Agreement shall come into force from the moment of their publication as part of the text of the Agreement on the website and in the Aggregator's mobile application and the signing of the appendix for the paper version.
6.2 In case of disagreement with the changes to the Agreement made by the Aggregator, the Charger must immediately (from the date of discovery of such disagreement by sending a notification via electronic document management or to the Aggregator's email address) terminate the execution of this Agreement. If the Charger continues to receive Access under this Agreement, it shall be deemed to have agreed to the changes previously made to the Agreement.
6.3 This Agreement shall be effective from the moment the Charger registers in the Aggregator's system or logs into their account in the Aggregator's system as a registered user, which shall be considered as an implied action of the Charger aimed at concluding and signing this Agreement.
6.4. In cases of payment for charging services by legal entities, Chargers who are sole proprietors and are in the 2nd group of the Single Tax cannot provide these services in accordance with the current Law of Ukraine.
6.5 The Agreement is concluded for a term of 1 year.
6.6 If, one month before the expiration of the Agreement, the Charger or Aggregator does not notify the other party to the Agreement in writing of its termination, the Agreement shall be deemed extended for a period of 1 year.