Manufacturer’s Public Offer / Adhesion Agreement / Terms of Supply, Software, CMS and License
Terms for the supply of charging stations, station licensing, licensed manufacturing, and partner interaction
Date of initial publication: March 5, 2023. Revision dated September 15, 2026. Effective date: from the date of official publication of this revision on EvaChargers.com.
This Agreement defines the terms for purchasing EVA Chargers equipment together with a limited station license, the procedure for payments, delivery, warranty performance, CMS use, and interaction among participants in the manufacturing and service network.
0. Application and Priority of Documents
0.1. The Agreement is a public offer and standard terms of interaction between EVA Chargers Inc., the Seller, the Buyer, and participants who have accepted the relevant obligations. For Ukrainian relations, it is also an adhesion agreement and, where the relevant characteristics apply, a public agreement within the meaning of Articles 633, 634, and 641 of the Civil Code of Ukraine; for international relations — public offer, online terms, master supply terms, and license terms.
0.2. Priority of documents: a separate signed agreement or License Specification; a signed or electronically approved Specification; an agreed bill, invoice, receipt, or payment document; this Agreement; its appendices; duly notified rules of the bonus program, CMS, service, or platform. Priority applies only to the subject matter agreed upon by the relevant parties. A partner’s document does not alter the obligations of EVA Chargers Inc. without its consent, and undisclosed partner terms do not bind the Buyer.
0.3. Mandatory law prevails over all documents. Non-waivable consumer rights, mandatory safety, competition, data protection, and third-party rights requirements are preserved. Exclusions or limitations of liability do not apply where prohibited by law, including in relation to intent, fraud, damage to life or health, and liability for defective products. The legal role of a participant is also determined by its actual actions.
0.4. The invalidity of an individual provision does not terminate the remainder of the Agreement. It applies to the permissible extent, and replacement or reduction is carried out in accordance with the procedure established by law. Headings do not limit the content of the provisions.
1. Parties and Allocation of Roles
1.1. EVA Chargers Inc., a Delaware corporation, USA, hereinafter EVA Chargers Inc. or the Licensor, acts as an aggregator, technical marketplace, right holder or proper licensor, and coordinator of development, production, registration, station licensing, CMS, and warranty interaction. The designation “EVA Chargers” without a legal form means the brand or products.
1.2. EVA Chargers Inc. engages independent contractors for the development of intellectual property, circuits, topology, design, wiring, enclosures, software, testing, certification, and other product components. Component suppliers, manufacturers, licensed assemblers, Sellers, installers, and service contractors perform their own work and bear the corresponding obligations.
1.3. Seller / Supplier / Licensed Manufacturer — an authorized person, Partner specified in an appendix to this agreement, subsequently specified in the Invoice, Specification, or equipment invoice, who accepted the Order. Issuing an invoice, accepting payment, or other unambiguous confirmation of sale is evidence of its role.
1.4. Buyer — an individual, entrepreneur, or legal entity that purchases the Goods. Owner / lawful operator — a duly identified user of a specific station. A Consumer has the status established by applicable law; a commercial Buyer purchases the Goods for entrepreneurial, professional, or other commercial and non-commercial activities.
1.5. Each participant accepts the relevant terms through its own acceptance, partner agreement, or other proper legal transaction. A single acceptance by the Buyer does not replace the expression of will of an independent contractor. A shared brand, station registration, receipt of royalties, or coordination do not in themselves create joint and several liability, a joint venture, employment relations, or a franchise. Payment representation arises only under agreed authority.
2. Terms
2.1. Goods / Products — EVA Chargers charging stations and complexes, controllers, modules, cables, connectors, accessories, spare parts, software and hardware components, and related goods. A Station is an integrated manufactured charging station as a separate accounting and licensing unit.
2.2. Order — agreed documents for a specific transaction. The Specification defines individual terms; its form is provided in Appendix 1. Each station has a separate license and is recorded by stationNumber and serial number, even if several stations are documented in one Order. Before assignment of a number, a production identifier is used with subsequent linkage.
2.3. MSRP — Manufacturer's Suggested Retail Price, the recommended base retail price of a specific model and configuration, which already includes equipment and royalties, but does not include local VAT, sales tax, and other mandatory taxes charged separately. This is a calculation basis, not a mandatory resale price. The applicable MSRP, currency, and price composition are fixed before acceptance; unless otherwise agreed, the MSRP on the date of sale applies.
2.4. Station License — a non-exclusive limited right to use embedded software, firmware, and agreed functions only together with a specific station. Station payment / royalty — remuneration to EVA Chargers Inc. for this license, included in the MSRP. Tax classification is determined by the rights and services actually provided, not by the name of the payment.
2.5. CMS / CSMS — a central system for station management, billing, operator, or dispatch services. Authorized CMS — a system that has completed the procedure under Appendix 2 and has been included by EVA Chargers Inc. in the list of permitted systems with the corresponding scope of authorization.
2.6. Direct Connect CMS — direct connection to an Authorized CMS via OCPP without ChargerSystem Gateway as the primary gateway. Charger System Platform / Gateway — a management, billing, and service analytics platform or gateway with the creation of notifications containing events and push notifications about technical OCPP standardization events, with expansion and secure routing without disclosure of non-public solutions to unauthorized systems.
2.7. Operator Lock / Service Lock — an agreed binding of a station to a specified platform, operator, application, server, or CMS. Unlock — an EVA Chargers Inc.-authorized change of such binding. Protective blocking — a separate measure restricting station operation under clause 8.6.
2.8. NDA — a non-disclosure agreement for confidential information.
2.9. Bonuses are governed by Appendix 3. EXW is defined by Section 6.
2.10. Partner statuses and the License Specification are defined by Section 19.
3. Subject Matter and Single Acceptance
3.1. The Seller transfers the agreed equipment, EVA Chargers Inc. grants the Station License, and the Buyer accepts the Goods and fulfills the agreed payment and use terms. Manufacturing and partner rights are granted separately under Section 19.
3.2. Before acceptance, the Buyer receives the text of the Agreement or a direct link in a form suitable for retention, participant details, characteristics of the Goods, MSRP, actual price, payment components, recipients, taxes, currency, exchange rate, schedules, warranty, CMS mode, Lock, and Unlock terms.
3.3. One acceptance of the Order confirms acceptance of all notified equipment, license, royalty, benefits, payment schedule, and this Agreement terms. Separate repeated acceptance of the Station License is not required if it is expressly covered by the provided Order terms.
3.4. Acceptance may be made by placing an Order, signing or electronically approving the Specification, full or partial payment, acceptance of the Goods, use of bonuses, a promo code, discount, trade-in, grant, or other benefit with reference to the terms; click-acceptance; confirmation via e-mail, messenger, CRM, website, personal account, or another lawful method that unambiguously certifies acceptance.
3.5. The Agreement is concluded from the moment of proper acceptance. For legal transactions requiring written form, a paper or electronic method ensuring such form under the law is used. A representative confirms authority. Publication in itself imposes obligations on any person, even if that person has not accepted the terms but uses EVA Chargers Inc. products.
3.6. Design, installation, connection to the power grid, permits, commissioning, payment integration, third-party CMS authorization, Direct Connect, and other additional work are provided only by express agreement and for separate payment. Logistics costs are defined in Section 6.
4. Documents and Evidence
4.1. An Order may be executed in writing or electronically. Specifications, bills, invoices, receipts, payments, acceptance certificates, delivery notes, electronic and scanned copies, electronic signatures, including qualified signatures, correspondence, CRM, personal account, document management services, logs, and system records constitute evidence if they allow identification of the person, content, and time of the action.
4.2. Accounting data of EVA Chargers Inc., the Seller, and the payment operator regarding price, benefits, payments, address, station numbers, CMS, Lock, and Unlock may be rebutted by proper evidence. A log or payment does not replace a signature required by law.
4.3. The electronic version and evidence of its acceptance are retained. A paper copy is not mandatory if clause 3.5 is complied with. A party shall immediately notify the other party of technical or arithmetic errors; agreed terms are corrected by consent or by law.
5. Price and Payment
5.1. The Bill, Specification, or invoice separately states the price components under clause 2.3, discounts, benefits, taxes, and the final amount. A subsequent change in the price list does not alter the agreed Order.
5.2. Equipment is paid to the Seller, and royalties to EVA Chargers Inc. or its authorized payment intermediary under clause 18.4. Separate invoices do not increase the agreed total price and do not allow repeated collection of a payment included in the MSRP.
5.3. For deliveries in the United States — in U.S. dollars; in Ukraine, payments are made in UAH; in the eurozone — in EUR; in other countries — in the agreed currency in accordance with permissible transaction terms. The currency of a cross-border payment is determined by the Bill and Invoice, taking into account applicable restrictions.
5.4. Where there is a currency equivalent, the exchange-rate source and recalculation date are determined before acceptance. Unless otherwise agreed, the official NBU exchange rate as of the invoice date applies to a hryvnia bill; for another currency, the published exchange rate of the relevant central bank applies. If the required rate is unavailable, another public source is agreed upon. The terms of conversion by the payment operator are disclosed in advance.
5.5. Standard equipment payment: 50% within five business days from the invoice date and 50% within five business days after notice of readiness. The parties may agree on 100% prepayment, WHICH WILL PROVIDE 3% at the expense of EVA Chargers Inc. royalties, installment payments, payment after delivery, or another schedule. The royalty schedule is established under clause 18.3.
5.6. Payment is made upon crediting funds to the proper recipient or confirmation of a successful transaction. After payment for the equipment, a Charging Station Profile IS CREATED and, upon creation, is immediately assigned to the owner’s personal account in the ChargerSystem system under the EVA Chargers Inc. label — and through the system, notification is provided of all stages of component ordering, assembly, testing, receipt of the station, and thereafter the Buyer immediately activates it and uses the agreed functions;
5.7. Preferential terms may include a discount, bonuses, promo code, certificate, trade-in, grant, subsidy, partner remuneration or compensation, marketing program, installments, promotion, or package offer. Bonuses apply under Appendix 3. A special certificate in the event of loss of a station is defined in clause 18.7.
5.8. Taxes, VAT, sales tax, fees, and agreed bank charges are reflected in the Bill or invoice. Mandatory tax withholding is confirmed by documents. Tax benefits apply on lawful grounds; gross-up for a commercial Buyer is permitted only under a direct prior agreement.
5.9. In the event of a lawful return of a station or cancellation of a transaction, each participant returns all amounts due for return in the procedure and within the time limits established by applicable law. The Seller settles the equipment price, and EVA Chargers Inc. settles the relevant license payment and terminates future contributions for the returned station. Participants coordinate the exchange of return confirmations and payment data; an intermediary route does not permit repeated return of the same amount. Bonuses are settled under Appendix 3.
6. Delivery and Risks
6.1. Unless otherwise expressly agreed, delivery is made on an EXW — Ex Works, Incoterms 2020 basis, from the factory, production site, warehouse, or pickup location of the Seller or authorized manufacturer specified in the Specification, regardless of country. The delivery time is established by the Order.
6.2. The delivery obligation is fulfilled and risk passes upon making identified Goods available to the Buyer or its carrier at the agreed place and time, with notice of readiness, without loading onto transport. Title to the equipment passes after full payment of its price to the Seller, unless otherwise agreed.
6.3. Loading, delivery, transportation, insurance, export and import clearance, duties, taxes, unloading, installation, connection, and operation are carried out at the Buyer’s expense and risk, unless otherwise expressly agreed and paid for. Storage is paid after the agreed pickup period, or, in its absence, after proper notice of readiness.
6.4. Organizational assistance by EVA Chargers Inc. or the Seller with transportation, logistics, or insurance does not change EXW without an express agreement on another basis.
6.5. If the Buyer does not collect the Goods, does not provide shipping details, or delays proper payment, the Seller may, after notice, store the Goods at the Buyer’s expense, change the release time, suspend unperformed delivery, or cancel it with settlement of actual expenses and damages. The consequences apply to the relevant Order and do not permit double recovery.
7. Acceptance and Warranty Performance
7.1. The Buyer inspects the Goods upon acceptance. Claims regarding quantity, completeness, and visible defects shall be submitted with a description and photo/video within 14 calendar days of receipt or proper making of the Goods available under EXW. In the absence of a timely claim, the Goods are deemed accepted as to these characteristics; the period does not limit claims for hidden defects.
7.2. The Goods comply with the agreed characteristics. Authorized participants may improve the design, components, and software without deteriorating key characteristics, safety, compatibility, and mandatory compliance, subject to manufacturing approval under clause 19.5.
7.3. The primary warranty to the Buyer is provided by the Seller / Component Supplier / Licensed Manufacturer / Developer of Engineering Solutions, and EVA Chargers Inc. is the expressly designated guarantor of the fair allocation of liability, the secondary guarantor. The term is determined by the Specification or documentation and, unless otherwise agreed, is at least 24 months from transfer of the Goods. Warranty claims are fulfilled within the time limits provided by applicable law; if it does not establish a specific period, the period is fixed when the request is registered by agreement with the Buyer.
7.4. The warranty requires proper transportation, storage, installation, electrical connection, grounding, configuration, operation, updating, and maintenance in accordance with the instructions. Before full or partial power supply from a generator, solar or hybrid inverter, battery, or another alternative source, the Buyer shall submit a diagram and specifications to EVA Chargers / ChargerSystem support, obtain approval, and ensure the necessary settings. Hardware and software protection do not eliminate all impulse, transient, and other power anomalies.
7.5. The warranty does not cover malfunctions caused by improper installation, an unsuitable power grid, lack of grounding, voltage fluctuations, unapproved alternative power supply, mechanical damage, flooding contrary to the stated protection, vandalism, force majeure, actions of third parties, bypassing Lock, unauthorized modification of firmware, keys, certificates, OCPP endpoint, or violation of the instructions. Refusal on these grounds applies to causally related malfunctions. Obstructing necessary diagnostics permits their suspension until access is provided, but does not in itself prove the absence of a warranty case.
7.6. A separate special condition: unauthorized connection to an unauthorized CMS terminates the voluntary contractual warranty of the relevant station, including the additional warranty of EVA Chargers Inc., regardless of the causation rule in clause 7.5, to the extent permitted by clause 0.3. The purpose of this condition is to ensure processing of technical warnings and proper response to hazardous and service conditions under Section 9.
7.7. EVA Chargers Inc. is the single coordination center for requests: it registers the case, collects logs and evidence, organizes diagnostics, objectively assesses whether it is covered by warranty, determines the responsible participant, and monitors performance. The Buyer may also contact the Seller directly and is not required to determine the at-fault contractor independently. The technical opinion of EVA Chargers Inc. constitutes evidence until it is clarified or partially or fully rebutted with reasons.
7.8. In internal relations, costs are assigned according to the cause of the breach: to the developer — for defects in topology, circuits, design, algorithms, software, or instructions; to the component supplier — for a component defect; to the manufacturer / assembler — for technology, assembly, configuration, and quality control; to the installer or service contractor — for its work; to the Seller — for its obligations; to the owner / operator — for breaches of their obligations. This allocation does not release the primary guarantor from performance to the Buyer.
7.9. If the responsible participant fails to perform a recognized warranty obligation, unreasonably refuses, ignores the deadline, conceals evidence, has ceased operations, or fails to perform due to force majeure, EVA Chargers Inc. ensures backup performance: repair, a component, replacement, substitute equipment, or proper compensation exclusively for the cost of repair or components and their replacement. This is an additional contractual warranty, the obligation under which arises under the conditions established by this section without the need for separate voluntary approval by EVA Chargers Inc.
7.10. The aggregate limit of EVA Chargers Inc.’s additional warranty performance for one station equals the agreed amount of its royalties. Credited bonuses are immediately deemed payment for this accounting. If the already paid portion of royalties is insufficient for backup performance, the owner / licensee is obliged to pay the remaining installments for that station; the corresponding amount is subject to early settlement when performance is organized. EVA Chargers Inc. ensures warranty performance in compliance with the time limits of clause 7.3. The primary guarantor remains obligated in full, including the portion exceeding the backup limit.
7.11. Reasonable, documented expenses of EVA Chargers Inc. for performance in place of the responsible participant — components, repair, diagnostics, logistics, substitute equipment, expert examination, and payments to the Buyer — are reimbursed by that participant on the basis of the agreement accepted by it or by law. It is given an opportunity to review and challenge the claim; voluntary expenses beyond its obligation do not create automatic recourse.
7.12. The obligated guarantor chooses a technically justified response method: consultation, remote diagnostics, update, repair, replacement of a module or station, or another permissible measure, in compliance with the Buyer’s mandatory rights regarding remedies. Responsible participants ensure the corrective measures, service campaigns, and product upgrades attributable to them; EVA Chargers Inc. coordinates their implementation.
8. Lock and Unlock
8.1. A station with a benefit under clause 5.7 may have Operator Lock / Service Lock as a condition of an economic advantage. Lock is also retained during royalty installments for operation of the agreed automatic payment mechanism in the EVA Chargers system. The default environment is EVA Chargers App / Charger System Platform, unless otherwise agreed before acceptance. Lock does not terminate ownership of the equipment and does not mean a prohibition on using agreed functions.
8.2. Unlock is performed exclusively by EVA Chargers Inc. All payments for Unlock, including due compensation for benefits, are paid directly to EVA Chargers Inc. The Seller does not grant independent permission for software unlocking.
8.3. Unlock conditions: full payment for the equipment and royalties of the relevant station, including the installment balance; settlement of other agreed obligations related to it; compensation for benefits under Appendix 4; payment of the pre-agreed cost of the Unlock service; authorization of the target CMS; technical feasibility and confirmation of lawful ownership. Debts for other stations are not taken into account.
8.4. EVA Chargers Inc. performs Unlock and provides electronic or written confirmation within 24 hours of fulfillment of all conditions in clause 8.3. Technical feasibility is checked before accepting payment for the switching service itself. If the agreed switching is not possible, the parties settle payments for the unprovided service in accordance with the law. Payment of compensation does not grant the right to bypass CMS authorization.
8.5. For a station purchased at full MSRP without benefits and with royalties fully paid, no benefit compensation is charged; the authorization and connection approval rules of Section 9 apply.
8.6. Protective blocking is permitted for a specific station in the event of confirmed loss, theft, unlawful possession or transfer, enforcement of a court decision, attempts at reverse engineering, hacking, or unauthorized connection to third-party servers / CMS. EVA Chargers Inc. records the grounds and notifies the lawful owner; in the event of an immediate threat, the measure may be immediate with subsequent notification. Blocking must not create danger. After the grounds are eliminated and the owner’s rights are verified, the permitted mode is restored.
8.7. Monetary debt alone is not grounds for protective blocking of an operating station. Economic disputes, penalties, or breaches concerning one station do not restrict the Buyer’s other stations. Termination of cooperation or participant status does not cancel obligations under clause 17.2.
9. OCPP and CMS Authorization
9.1. Stations may support OCPP 1.6 JSON or another version and profile expressly specified in the documentation or Specification. The availability of OCPP does not grant an automatic right to Direct Connect; it is permitted only for an Authorized CMS within the scope of its authorization.
9.2. Authorization verifies compatibility, execution of commands, correctness of electricity accounting and billing, synchronization, and security. CMS must receive and process station-provided notifications of overheating, voltage anomalies, the need for maintenance, cleaning, repair, and other technical conditions, timely notify the owner, and perform proper operator actions. The full procedure and deadlines are provided in Appendix 2.
9.3. Authorization protects the owner from reconnection of a stolen or unlawfully transferred station and reduces the risk of unstable operation and reputational losses for the station owner, the location, and the EVA Chargers brand. It does not replace the owner’s obligations regarding operation and maintenance.
9.4. An authorized CMS provider maintains test access, compatibility, updates, technical support, confidentiality, and EVA Chargers Inc. requirements for new firmware and security scenarios. In case of a breach, EVA Chargers Inc. may restrict or revoke authorization, terminate Direct Connect, and transfer the station to Charger System Platform / Gateway or another permitted secure route. Protective blocking applies only under clause 8.6.
9.5. Gateway may standardize OCPP without disclosing non-public solutions to unauthorized systems. Subscriptions, fees, and other platform payments are determined by separately notified tariffs and the terms of its operator.
10. Intellectual Property and Confidentiality
10.1. The brand, architecture, topology, designs, circuits, software, firmware, keys, certificates, algorithms, OCPP optimizations, API, documentation, protection, diagnostics, and integration solutions belong to the respective right holders or are used under licenses, including EVA Chargers Inc., ChargerSystem Inc., Siemens, or other persons with respect to objects belonging to them. Purchasing equipment does not transfer these property rights.
10.2. Without direct permission from the proper right holder, reverse engineering, decompilation, copying, firmware modification, bypassing protection or Lock, CMS substitution, reading or transferring keys, certificates, firmware, and root access, changing the server, OCPP endpoint, or network parameters to bypass restrictions, and other unauthorized access are prohibited.
10.3. Non-public commercial terms, technical materials, logs, diagnostics, API, OCPP solutions, keys, certificates, access credentials, settings, test results, and other protected information are confidential information, trade secrets, or know-how. Transfer to a CMS, operator, integrator, dealer, or other person is permitted only with authorization, to the necessary extent, and after an NDA. Use of such materials for competing products, technology copying, bypassing restrictions, unauthorized integration, or derivative solutions is prohibited.
10.4. Confidentiality restrictions do not apply to information proven to be publicly available, lawfully obtained without such obligation, or independently developed, as well as mandatory disclosure under the law with prior notification to the right holder where permitted.
10.5. Actions within a directly granted manufacturing license are not prohibited manufacturing or copying. Mandatory legal exceptions and third-party license terms, including open-source terms, remain in effect for the respective components. EVA Chargers Inc. does not grant more rights than it has.
10.6. The brand, logos, trade dress, domains, and statements of official partnership are used within the permitted scope, taking into account lawful informational use. Information on vulnerabilities is confidentially sent to official contacts before public disclosure, unless otherwise provided by law.
11. Transfer of Stations and Limits of Rights
11.1. No person transfers more rights, access, or authority than they received. This rule covers resale, distribution, contract manufacturing and assembly, OEM/ODM, white-label, sublicensing, reseller model, integration, installation, operator activities, and franchise models. Rights not expressly granted in writing or electronically remain with the right holder.
11.2. A Partner (Seller / Supplier / Licensed Manufacturer, authorized person) may not independently remove Lock, permit an unauthorized CMS, provide Direct Connect or protected access, transfer keys, certificates, or firmware, or promise a “fully open” system contrary to the license. Its statements exceeding its authority do not bind EVA Chargers Inc.; it is liable for the consequences to EVA Chargers Inc. and injured persons.
11.3. Upon lawful sale of a station, the previous owner transfers its license, agreed restrictions, and the remaining royalty installment balance to the new owner. Re-registration includes identification of the parties, station numbers, the outstanding amount, the schedule, and the new owner’s acceptance of the terms and debt in proper form. EVA Chargers Inc. approves such transfer upon fulfillment of these requirements; until its completion, the previous debtor remains obligated.
11.4. The new owner immediately uses the station within the transferred rights; no additional royalty is charged upon transfer. When a station is provided for use by another operator, the parties define the owner, lawful user, and payer of the outstanding balance in the registration documents; the mere transfer for use does not create a second station payment.
11.5. Any other transfer by the Buyer of contractual rights or obligations requires the written consent of the proper party, unless the law provides otherwise. EVA Chargers Inc. and the Seller may transfer their rights and obligations to an affiliate, successor, proper licensor, or platform operator without depriving the Buyer of material rights and with the necessary notifications and consents.
12. Buyer’s Obligations
12.1. The Buyer makes the agreed payments and accepts the Goods; provides accurate information; ensures a suitable installation site, professional installation, electrical safety, and grounding; complies with the instructions and permitted CMS mode, installs properly provided critical updates, and ensures agreed access for lawful diagnostics.
12.2. The Buyer is responsible for its own power grid, permits, installation site, installers, electricians, operators, CMS, payment systems, carriers, customs brokers engaged by it, and its taxes and duties. This does not release other participants from their own obligations.
12.3. In the event of a critical malfunction, accident, fire, security incident, loss of a station, unauthorized connection, or interference, the Buyer shall immediately notify the Seller and EVA Chargers support and take the necessary measures for safe cessation of operation.
13. Liability and Sanctions
13.1. For late payment, the Buyer or another properly identified payer shall pay the penalty provided by the Agreement in the maximum amount permitted by applicable law. For Ukrainian monetary obligations, it shall not exceed double the NBU discount rate on the overdue amount; where calculated daily, the annual rate is recalculated for the corresponding number of days. Another agreed amount applies only within the limits permitted by law.
13.2. Interest permitted by law or agreement, inflation losses, documented court costs, legal assistance, bank fees, collection, storage, logistics, and other damages are additionally reimbursed. In the event of cancellation after the start of production or unjustified refusal of acceptance, the Buyer compensates actual expenses and a reasonable reservation / restoration fee to the extent permitted by law, taking into account saved expenses.
13.3. For a material breach of confidentiality, NDA, or intellectual property, including unauthorized transfer of keys, certificates, logs, API, firmware, or OCPP solutions, the violator shall pay the equivalent of USD 25,000 for each material breach.
13.4. For a breach that creates a risk to security, protection of keys, firmware, certificates, timely updates, or trade secrets, the violator shall pay the equivalent of USD 50,000 for each occurrence and compensate permissible damages exceeding that amount.
13.5. For bypassing Lock or unauthorized modification of the CMS, server, OCPP endpoint, firmware, keys, or certificates, the violator compensates the outstanding benefit under Appendix 4, reasonable costs of diagnostics, restoration, logistics, and service, and pays for each station the greater of the amounts: the equivalent of USD 5,000 per station.
13.6. For connection to an unauthorized CMS or facilitating it, the violator shall pay the equivalent of USD 10,000 for each station and reimburse the costs of restoring the secure mode. The warranty consequence is defined in clause 7.6.
13.7. For the granting of excessive rights by a dealer, reseller, licensee, OEM/ODM manufacturer, assembler, integrator, operator, or contractor, the greater of the amounts shall be paid: the equivalent of USD 25,000 for a material instance of the relevant unauthorized transaction.
13.8. The amounts in clauses 13.3–13.7 are contractual penalties or, where required by applicable law, liquidated damages. In the latter case, the reasonableness of the damage assessment and the difficulty of proving it are taken into account. Several independent breaches, including those connected with one event, may result in cumulative accrual of the relevant sanctions; no rule of a single largest sanction is established. Recovery and additional damages are made to the extent permitted by law without double recovery of the same actual cost element. If the contractual amount is not recoverable, the right to proven damages remains.
13.9. The currency equivalent of a sanction is determined at the agreed rate, and in its absence, at the appropriate official exchange rate on the payment date. Payment of a sanction does not release a party from ceasing the breach, paying amounts due, returning improper benefit, or other obligations.
13.10. Until the proper payment condition for the relevant delivery is fulfilled, the creditor may, after notice, suspend unperformed production, completion, shipment, transfer of documentation, or separately ordered additional work. This does not cancel agreed installments, rights to an already transferred station, warranty, or the rules of Section 8. Breach of license and partner terms may result in termination of the relevant rights under clause 19.8.
13.11. Within the scope of clause 0.3, EVA Chargers Inc. is not liable for independent parts such as development, components, manufacturing, assembly, sale, installation, or service of other participants; its coordination does not constitute acceptance of their fault or debts. The additional warranty obligation of EVA Chargers Inc. is governed exclusively by clauses 7.9–7.11. The Seller’s aggregate contractual liability to the Buyer is limited to the price actually paid for the relevant equipment. These limitations do not reduce the debts of payers, sanctions for intellectual property infringement, recourse, and directly accepted partner indemnities.
13.12. To the extent permitted, EVA Chargers Inc. and the Seller exclude liability for indirect, incidental, special, consequential, or punitive damages, lost profits, downtime, loss of data, and independent actions of CMS providers, operators, installers, payment systems, carriers, brokers, and other persons for whom they are not obliged to be liable.
13.13. The Partner indemnifies EVA Chargers Inc. for reasonable damages and expenses arising from its unauthorized manufacturing, territorial breach, assembly defects, false statements, infringement of third-party rights, or excess of authority. Upon a third-party claim, it is notified and allowed to participate in the defense; acknowledgment or settlement at its expense requires its consent or another legal basis.
14. Data and Lawfulness of Use
14.1. Participants process personal data in appropriate legal roles and to the extent necessary for the Order, payment, delivery, registration, warranty, service, bonuses, CMS authorization, security, and protection of rights in accordance with the notified policies. International transfers are carried out with the necessary legal safeguards.
14.2. A person transferring data of representatives, employees, contractors, or users ensures a lawful basis for the transfer. Participants take appropriate cybersecurity measures and report material incidents in the established procedure.
14.3. It is prohibited to use the Goods, software, or services contrary to sanctions, export controls, customs rules, cybersecurity requirements, or the law of the country of use, in prohibited jurisdictions, for unlawful purposes, or for actions creating a risk to EVA Chargers, Charger System, users, energy infrastructure, or third parties.
15. Force Majeure
15.1. Liability for non-performance does not arise to the extent directly caused by a proven extraordinary and unavoidable event beyond a participant’s control: war, hostilities, blockade, fire, natural disaster, accident, power outage, cyberattack, government decision, sanctions, import / export restriction, shortage of critical components, disruption of logistics, or another event meeting the criteria of applicable law.
15.2. The participant shall notify the other party within a reasonable time, confirm causation, and mitigate the consequences. The performance period is extended for the period of the impediment and a reasonable recovery period. Force majeure of an individual participant does not terminate the backup mechanism provided by clause 7.9; EVA Chargers Inc.’s own circumstances are assessed under this section.
15.3. Force majeure does not terminate the obligation to pay for previously delivered Goods, granted rights, and services. The consequences of inability to make timely payment are determined by law.
16. Law and Disputes
16.1. The sale of equipment is governed by the law of the Seller’s country to the extent permitted by conflict-of-laws rules.
16.2. Contractual relations with EVA Chargers Inc. regarding licenses, payments, the website, brand, software, technology, IP, NDA, API, CMS, and Lock are governed by the law of the State of Delaware, USA, excluding its conflict-of-laws rules. Mandatory rules of territorial IP protection remain in force.
16.3. A court, arbitration, or exclusive jurisdiction may be agreed separately; in the absence of an agreement, the dispute shall be heard by the court competent under the law. The choice of law or court applies subject to clause 0.3.
16.4. Application of the 1980 United Nations Convention on Contracts for the International Sale of Goods — CISG — is determined by its terms and the agreement regarding the specific delivery. It may be expressly excluded in the Specification.
16.5. EVA Chargers Inc. and other right holders may apply to any competent court for urgent interim measures or injunctive relief to protect IP, confidentiality, cybersecurity, Lock, and CMS. Before an ordinary commercial claim, participants, where possible, attempt to settle the claim within 30 calendar days; this does not delay urgent protection and does not alter limitation periods.
17. Term and Survival of Obligations
17.1. The offer is effective from official publication until withdrawal or replacement. EVA Chargers Inc. may publish a new version. Changes to future services are duly notified and accepted, for example, when installing and using an updated version of the Software.
17.2. Termination or amendment of the Agreement, partnership, or participant status does not cancel previously accepted deliveries, payments, warranty, maintenance, support, liability for prior breaches, confidentiality, intellectual property, valid Lock, CMS, bonus terms, limits on transfer of rights, sanctions, export control, reporting, audit, and recourse. Each participant performs its own obligations; in the event of non-performance, EVA Chargers Inc. organizes completion and applies backup performance within the scope of Section 7.
17.3. The Agreement and agreed documents constitute the arrangement concerning the transaction. Failure to exercise a right is not a waiver of it. Third-party rights arise only under an express condition or by law.
17.4. Notices are sent through agreed e-mail, personal account, CRM, or another channel that allows confirmation of delivery. A local appendix has priority only with respect to expressly agreed deviations, subject to clause 0.2. For a Ukrainian-language Order, the Ukrainian version applies; another priority language is determined in the Specification.
18. Station License and Royalty Accounting
18.1. The License permits the lawful owner / designated operator to use the agreed station functions throughout lawful ownership or use. The territory is determined by the Order and, absent a restriction, covers countries where use is lawful. The License does not include source code, manufacturing rights, or other authority not expressly granted.
18.2. A royalty is charged once for each manufactured complete charging station, including demonstration stations and stations for the partner’s own use. The royalty amount is from 5% to 50% of the agreed MSRP. Before acceptance, the parties agree and fix the specific rate, royalty amount, its payer, and the price composition. EVA Chargers Inc. may not unilaterally impose an unagreed rate after the sale. If a station is manufactured without sale to an external Buyer, the royalty is paid by the partner — the station owner.
18.3. The invoice identifies the Buyer / payer, Seller, model, station, MSRP, rate, royalty, benefits, currency, taxes, exchange rate, and schedule. Advance payment, payment before shipment, upon receipt, after commissioning, in installments, or after the warranty period are possible. The agreed security may include a deposit, guarantee, Lock, and payment instruction; automatic debits are made only with proper authorization from the payer.
18.4. An EVA Chargers Inc.-authorized partner may accept the single price, including royalties, as a payment intermediary / commission agent. Its status, the payment composition, and the deadline for transfer to EVA Chargers Inc. are stated in the agreed documents. Having received the relevant amount from the Buyer, the partner is independently responsible for transferring it; royalties paid to it are credited to the station regardless of the partner’s delay toward EVA Chargers Inc.
18.5. Before transferring a station, the partner ensures its registration, lawful transfer of data to EVA Chargers Inc., disclosure of royalties, issuance of the proper document, and single acceptance of the Order. Transfer without these actions is a breach by the partner and does not create an unaccepted debt of the Buyer; the partner’s obligation to pay unsettled royalties is determined by the manufacturing / sales terms accepted by it. Amounts paid for the same station by different proper payers are credited without duplication.
18.6. If direct payment is technically unavailable or restricted by law, EVA Chargers Inc. agrees on a lawful alternative route indicating the recipient, intermediary status, and amount. Resale, change of user, or warranty replacement of a station does not create a repeated royalty. Additional territorial, white-label, CMS, sublicensing, or other rights are paid for only under a separate agreement. A royalty is not an insurance premium, payment for Unlock, CMS authorization, or platform subscription.
18.7. In the event of confirmed theft, destruction, irreversible loss, or irreparability of a station that makes its lawful operation by the owner impossible, EVA Chargers Inc., after identification of the owner, station, and event, automatically issues a certificate for the amount of its previously paid royalty, including properly credited bonuses. The certificate is used against the royalty for the next station, does not pay for hardware, and is not a cash payment. The unpaid balance of the previous royalty is not included in the nominal value. EVA Chargers Inc. records the status of the previous station and the fact of use of the certificate to prevent repeated crediting.
19. Licensed Manufacturing and Partnership
19.1. An authorized partner receives a separately defined status: developer, component supplier, Licensee with the right to manufacture / assemble / sell, contract manufacturer, Reseller of original products, dealer, integrator, installer, or service contractor. Acceptance of the public offer alone does not grant manufacturing rights, branding, or official status. Lawful resale of one’s own original equipment does not require partner status.
19.2. Partner rights arise from the License Specification or a separate agreement with EVA Chargers Inc. in proper written form, including electronic form. It defines products and intellectual-property objects, permitted actions, materials, territory, sites, term, sales channels, brand, price / remuneration or expressly agreed gratuitousness of manufacturing rights, station royalty, quality, accounting, audit, warranty, liability, and termination. Unidentified objects and methods of use not granted are not licensed.
19.3. Unless another express condition applies, the partner license is non-exclusive, non-transferable, and without sublicensing. A Reseller does not receive manufacturing rights, and a contract manufacturer does not receive the right of independent sale. OEM/ODM, white-label, modifications, other sites, and subcontracting require separate authorization. The partner ensures proper obligations of agreed subcontractors.
19.4. The partner price of stations, kits, or components is determined by a fixed amount, MSRP minus a discount, a percentage of MSRP, or another agreed formula. Manufacturing remuneration and payment for manufacturing rights are not automatically imposed on the end Buyer and do not replace the station royalty. Marketplace commissions, CMS, and additional services are included only by an express condition.
19.5. Manufacturing is carried out at agreed sites in accordance with approved circuits, BOM, technologies, software, tests, quality control, marking, and registration. Deviations and substitutions require approval. EVA Chargers Inc. may inspect, test, and suspend production in the event of a breach of safety, quality, compatibility, IP, or brand requirements. The participant ensures certification, market admission, customs and tax obligations, installation, service, warranty, recall, and mandatory or agreed liability insurance appropriate to its role.
19.6. Each station manufactured, sold, transferred, leased, activated, or used by the partner itself is subject to accounting. The partner keeps production, movement, owner, payer, and royalty data; the License Specification determines reporting periods, retention of evidence, and reasonable audit. The audit covers necessary data while preserving confidentiality.
19.7. The EVA Chargers Inc. marketplace may list products, transfer Orders, maintain a register, coordinate payments, CMS, and requests, and establish technical and brand standards. The Seller and payment recipients are disclosed in the specific Order; the marketplace functions themselves do not change the allocation of roles under Section 1.
19.8. EVA Chargers Inc. may suspend or terminate breached partner rights due to delay, inaccurate accounting, unauthorized manufacturing, territorial breach, breach of quality, confidentiality, IP, CMS, or another material breach, with notice and compliance with the agreed cure procedure. In the event of a threat to security, leakage of materials, or unauthorized manufacturing, suspension is possible immediately.
19.9. Upon termination, the partner stops manufacturing and licensed use of the brand, returns or deletes protected materials, retaining only necessary lawfully protected archives; it agrees on the handling of tooling, kits, unfinished products, and inventory. Further sale of inventory is agreed within the limits permitted by law. The consequences for previously accepted obligations are determined by clause 17.2.
20. Details
20.1. EVA Chargers Inc., Delaware corporation.
Principal / mailing office: 5512 Broken Sound Blvd NW, 8202, Boca Raton, FL 33487, USA.
Registered office and registered agent in Delaware — in accordance with current corporate documents.
Website: EvaChargers.com.
E-mail: info@evachargers.com.
EVA Chargers Inc. payment details are stated in its invoice.
Appendix: List of Authorized Partners by Status
Supplier, Seller / Supplier / Licensed Manufacturer
The list of licensees on EvaChargers.com confirms only the stated status within the scope of the valid license, does not grant exclusivity, and does not disclose confidential terms. Updating the list does not automatically change the partner’s agreement. Partnership applications are accepted at info@evachargers.com as an invitation to negotiate, without automatically granting rights or an obligation to enter into an agreement.
1. EVA Chargers LLC, Ukraine, EDRPOU code 44793701, TIN 447937020360, is an authorized Licensee of EVA Chargers Inc. for the assembly and sale of specified stations within the scope of the valid License Specification.
Address of the Ukrainian factory: 6 Rudyka Street, Kharkiv, 61070, Ukraine.
IBAN: UA023282090000026006000021774. Bank: JSC “Pivdennyi”, MFO 328209.
E-mail: info@evachargers.com.
The proper recipient of a specific payment is determined by the Order and invoice.
Appendix 2. CMS Authorization Procedure
A2.1. Application and Agreement of Terms. The applicant submits the legal name of the CMS provider, contact details, CMS version, supported OCPP versions and profiles, station models, and use cases. Before testing begins, an NDA and terms of interaction with EVA Chargers Inc. are concluded; the scope of work, verification criteria, number of iterations, cost, and payment procedure are agreed. Direct connection authorization is carried out taking into account clauses 9.1–9.3 of the Agreement.
A2.2. Cost and Test Access. The indicative authorization cost is equivalent to USD 500–5,000, depending on integration complexity, number of models, CMS readiness, testing scope, and number of iterations. The exact price is agreed before work begins. The applicant makes the agreed payment and provides the EVA Chargers Inc. laboratory with a functioning station owner test account, required accounts and access credentials, technical documentation, and a technical support contact.
A2.3. Scope of Verification. EVA Chargers Inc. organizes verification of:
compatibility of the declared OCPP versions and profiles;
initiation, progress, and completion of charging sessions;
electricity accounting, tariffs, billing, and data synchronization;
control commands and confirmation of their execution;
processing of errors, warnings, and technical conditions;
event logs and availability of diagnostic data;
software updates, security, and stability;
operation of the notification system under clauses A2.4–A2.7.
The applicant eliminates identified comments and provides corrections for verification.
A2.4. Technical Events. The CMS must receive, recognize, record, and process all technical events transmitted by the station in accordance with the documentation and agreed integration, including:
overheating, approaching temperature limits, cooling malfunctions, and the need for cleaning or replacing filters;
deviations in voltage, current, frequency, and phase parameters;
deviations or errors in the charging control pilot signal (Control Pilot, CP);
errors of power modules, contactors, meters, protective devices, sensors, and other monitored components;
network equipment errors, loss of communication, data exchange failures, and CMS connection failures;
emergency stops, activation of protections, recurring failures, and unstable operation;
the need for maintenance, diagnostics, or repair;
update errors, software integrity violations, and attempts at unauthorized access.
The list of codes, criticality levels, and processing rules are agreed during authorization. If standard OCPP messages are insufficient, an additional secure method of transmitting necessary data is agreed.
A2.5. Recipients and Notification Procedure. The CMS ensures automatic notification of EVA Chargers Inc., the station owner, and all participants in the performance of the Agreement concerning that station whose obligations include responding to the relevant event, including the operator, Seller, assembler, service contractor, component manufacturer, or developer.
Before authorization is completed, the list of recipients, their roles, communication channels, delivery times by criticality level, and the procedure for repeated notification and escalation are agreed. Critical notifications are sent automatically immediately upon receipt of the event by the CMS. The notification must make it possible to identify the station, time, nature, and criticality of the event, as well as the necessary action, if defined by the technical documentation.
Recipients keep their contact details up to date. The scope of transmitted data corresponds to their obligations, access rights, and confidentiality requirements.
A2.6. Logging and Data Retention. The CMS maintains a log of technical events indicating the station identifier, date and time, event code and description, criticality level, available diagnostic parameters, related commands, results of their execution, and actions taken. The sending of notifications, their delivery status, and confirmation of receipt are recorded separately if the relevant channel supports this.
Logs are protected against unauthorized modification and deletion. During authorization, retention periods, backup, export format, and access procedure for EVA Chargers Inc., the owner, and authorized participants for diagnostics and review of warranty cases are agreed. Data relating to an open warranty case or dispute is retained until its review is completed.
A2.7. Verification of Notifications and Response. During testing, the full event path is verified: receipt from the station, recognition, logging, display in the account, and notification of proper recipients. Re-sending, escalation, and processing of accumulated events after restoration of communication are also verified.
The CMS must perform the operator actions provided by the agreed scenarios and must not interfere with operation of the station’s standard protections. Unrecognized or lost critical events, absence of necessary logging, or malfunction of mandatory notifications are grounds for comments, restriction, or refusal of authorization.
A2.8. Time Limits. Review of the complete set of documents takes up to 14 calendar days, and testing takes up to 14 calendar days after readiness for testing. The total period until notification of the result does not exceed 30 calendar days from fulfillment of all initial conditions: receipt of a complete set of documents, conclusion of the NDA and terms of interaction, agreed payment, and provision of functioning test access.
If necessary data is missing, EVA Chargers Inc. notifies the applicant of the list. If comments are not eliminated within the cycle, a result with comments or a reasoned refusal is provided within the specified total period. The terms and deadlines of a repeated cycle are agreed separately.
A2.9. Authorization Result. Based on the verification results, EVA Chargers Inc. grants Authorized CMS status, authorization with defined restrictions, a list of comments, or a reasoned refusal. A positive decision records permitted station models, OCPP versions and profiles, CMS and station software versions, tested scenarios, and established restrictions. The CMS and the scope of its authorization are included in the Authorized CMS list.
Technical, security, legal, sanctions-related, reputational, or operational grounds may result in restriction or refusal even after partial performance or payment for work. The reasons are stated in the decision. Payment covers the agreed work and does not guarantee a positive result; settlements for unperformed work are made in accordance with agreed terms and legislation.
A2.10. Maintenance of Authorization. The CMS provider’s obligations regarding test access, compatibility, updates, support, and confidentiality are defined by clause 9.4 of the Agreement. During use of the authorization, the provider also ensures the operation of notifications and logging under this Appendix.
Changes affecting verified functions, security, or compatibility are notified to EVA Chargers Inc. before their application to stations. If necessary, additional verification of changed functions is carried out; its scope, time limits, and payment are agreed separately.
A2.11. Restriction and Termination of Authorization. In case of breaches of authorization requirements, the measures provided by clause 9.4 of the Agreement apply, including termination of Direct Connect CMS and transfer of stations to a permitted secure route. EVA Chargers Inc. notifies the CMS provider, owners of relevant stations, and participants involved in the transition of the grounds, scope, and procedure for changing the connection. In the event of an urgent security threat, notification is sent immediately after protective measures are taken.
The transition must ensure preservation of available logs and diagnostic data and take into account the safety of active charging sessions. CMS deauthorization by itself is not an additional ground for blocking a station beyond clause 8.6 of the Agreement.
A2.12. Charger System Platform / Gateway. The rules for standardizing OCPP communication, protecting non-public solutions, and determining Charger System Platform / Gateway tariffs are established by clause 9.5 of the Agreement. The CMS authorization fee does not include subscriptions, commissions, or other payments of the relevant operator unless their inclusion is expressly agreed.
Appendix 3. Bonus Program
A3.1. Bonuses are conditional units credited by EVA Chargers Inc. or an agreed organizer for purchases, partner programs, dealer activity, referrals, marketing campaigns, or other specified actions. The rules and provider of a specific program are communicated before use; additional notified partner rules may apply to partner bonuses.
A3.2. Bonuses are not money, electronic money, securities, a deposit, an independent monetary claim, or a means of payment; they are not paid in cash, sold, or transferred unless the rules expressly permit the relevant action.
A3.3. Bonuses settle part or all of the royalty and do not reduce the hardware price. A properly credited amount is immediately deemed payment of the royalty, including for the backup warranty. Compensation for a benefit upon Unlock is separately defined in Appendix 4.
A3.4. Where royalties are fully or almost fully covered by bonuses, the Buyer makes a previously disclosed minimum actual payment for identification, transaction confirmation, fiscalization, or operation of the payment system: UAH 1, USD 0.01, EUR 0.01, or another agreed amount. It is credited toward the agreed settlement and does not increase the price; the obligation to pay for equipment remains. Documents reflect bonuses, benefits, the minimum payment, and the final settlement.
A3.5. The validity period of bonuses is determined by the notified rules; after it expires, bonuses may be cancelled. The organizer may refuse use of or cancel bonuses in the event of an error, technical failure, fraud, abuse, double use, return of the Goods, cancellation of the transaction, or breach of the rules. Upon return, monetary amounts are settled under clause 5.9, while bonuses are returned, recalculated, or cancelled without a cash payment unless the law requires otherwise.
A3.6. EVA Chargers Inc. or the organizer may change the program rules by publishing a new version or notifying the Buyer. The changes apply subject to clauses 0.2 and 17.1 and do not turn an already properly settled royalty into a new debt solely as a result of a change in the rules.
Appendix 4. Calculation of Compensation for Unlock
A4.1. The basic compensation for a benefit equals the positive difference: the station MSRP on the date of sale minus funds actually paid toward settlement of its price minus agreed and actually received third-party compensation minus compensation for the same benefit previously paid.
A4.2. The actually paid price includes funds for equipment and the royalty included in MSRP, regardless of the proper recipient. All amounts are compared on the same currency basis, excluding local taxes. The cost of the Unlock service, CMS authorization, subscription, or another separate service is not credited toward the station price. Each amount is taken into account only once.
A4.3. Discounts, bonuses, trade-in, grants, subsidies, and partner compensation are taken into account under the notified terms of the Order. Compensation actually received by the proper participant may reduce the Unlock amount; promised compensation that has not been received does not reduce it. An internal bonus not compensated by third-party funds settles the royalty under Appendix 3 but retains the nature of a benefit for this calculation. A credited certificate under clause 18.7 is accounted for as transferred agreed compensation without repeated collection of its nominal value.
A4.4. After payment of the full MSRP without benefits, compensation equals zero. No repeated royalty is added to it; only agreed services may be paid separately. The calculation is not automatic permission for switching: the conditions, time limit, and authority under Section 8 and authorization under Section 9 apply.