General Terms

VOOL - devices and solutions for EV charging.

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Definitions

1.1. Vool Administration Portal – SaaS that allows charger operators to configure, monitor and manage installed chargers via mobile app or webpage.

1.2. Vool controller – smart controller with real-time dynamic load distribution (DLM) functionality.

1.3. MultiPhaser – a device for uninterrupted AC power switching between phases to equalize phase loads in real-time.

1.4. Data - information about charger use, availability, consumption, charging time etc.

1.5. Personal Data - reports about energy consumption, active sessions, and historical data gathered from individuals.

1.6. Customer – an entity purchasing Vool Administration Portal, the Vool Controller and the MultiPhaser under the Subscription Plan.

1.7. Agreement – the legally binding contract between the Customer and Vool consisting of these General Terms and any special terms of service level agreements, if applicable.

1.8. Vool – MultiCharge OÜ (registry code 14627725, address Telliskivi 51B, 10611, Tallinn, Harju maakond) that offers the Vool Administration Portal, the Vool Controller and the MultiPhaser.

1.9. General Terms – all of the terms and conditions contained herein and all other operating rules, policies, established good practice, guidelines, and procedures that may be published from time to time by Vool or otherwise made available, as well as any of their future modifications.

1.10. Price List – prices of different subscription plans and any other services that Vool may provide to the Customer upon request and/or on the basis of a separate agreement.

1.11. Subscription Plan – pricing model and service functionality selected by the Customer.

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The Vool Controller and the MultiPhaser

2.1. Vool shall provide the Customer with the Vool Controller and the MultiPhaser according to the order made by the Customer and the pricing model provided in the Subscription Plan. Technical Specifications and the Datasheet of the Vool Controller and the MultiPhaser are provided to the Customer on the website https://www.Vool.com/specifications or as a separate document.

2.2. Customer notes that the Vool Controller and the MultiPhaser are assembled from components that have been separately certified, the complete system has not been certified or tested. The Customer shall be responsible for the acquisition of any certificates, if necessary.

2.3. Vool shall ship a kit to assemble and install the Vool Controller and the MultiPhaser to the Customer within after making an order and successful delivery of the payment. Ownership of the Vool Controller and the MultiPhaser shall transfer to the Customer upon receipt of the goods. Unless otherwise specified by Vool, each Vool Controller and the MultiPhaser is sold EXW Tallinn (Incoterms 2000). Risk of accidental loss of or damage to any consignment of the Vool Controller and the MultiPhaser shall pass to the Customer from the time of offering delivery to the Customer or a first carrier at the Vool premises.

2.4. Customer will inspect all shipments promptly upon receipt. Failure to notify Vool of any nonconforming shipment (including but not limited to quantity variance, incorrect components, and visible defects) within two weeks after delivery of the Vool Controller and the MultiPhaser (the “Inspection Period”) shall be deemed Customer’s acceptance of such shipment. Vool shall have no liability for notification after the applicable Inspection Period.

2.5. Customer must within 30 days from delivery (EXW Tallinn (Incoterms 2000)) inspect the Vool Controller and the MultiPhaser for any defect or non-conformity. Under no circumstances shall Vool be liable for any damage to the Vool Controller and the MultiPhaser that has occurred during transit.

2.6. Any complaints concerning the quantity, model and colour of the Vool Controller and the MultiPhaser delivered EXW Tallinn (Incoterms 2000)) must be presented immediately upon delivery of the ordered Vool Controller and the MultiPhaser.

2.7. Except as specifically provided in this Agreement, and to the maximum extent permitted by applicable law, Vool expressly disclaims all warranties and conditions of any kind, whether express, implied or statutory, arising from the course of dealing or usage in trade regarding the Vool Controller and the MultiPhaser, including without limitation any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

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Conditions of use of the Vool Administration Portal

2.1. Vool shall provide the Customer with the Vool Controller and the MultiPhaser according to the order made by the Customer and the pricing model provided in the Subscription Plan. Technical Specifications and the Datasheet of the Vool Controller and the MultiPhaser are provided to the Customer on the website https://www.Vool.com/specifications or as a separate document.

2.2. Customer notes that the Vool Controller and the MultiPhaser are assembled from components that have been separately certified, the complete system has not been certified or tested. The Customer shall be responsible for the acquisition of any certificates, if necessary.

2.3. Vool shall ship a kit to assemble and install the Vool Controller and the MultiPhaser to the Customer within after making an order and successful delivery of the payment. Ownership of the Vool Controller and the MultiPhaser shall transfer to the Customer upon receipt of the goods. Unless otherwise specified by Vool, each Vool Controller and the MultiPhaser is sold EXW Tallinn (Incoterms 2000). Risk of accidental loss of or damage to any consignment of the Vool Controller and the MultiPhaser shall pass to the Customer from the time of offering delivery to the Customer or a first carrier at the Vool premises.

2.4. Customer will inspect all shipments promptly upon receipt. Failure to notify Vool of any nonconforming shipment (including but not limited to quantity variance, incorrect components, and visible defects) within two weeks after delivery of the Vool Controller and the MultiPhaser (the “Inspection Period”) shall be deemed Customer’s acceptance of such shipment. Vool shall have no liability for notification after the applicable Inspection Period.

2.5. Customer must within 30 days from delivery (EXW Tallinn (Incoterms 2000)) inspect the Vool Controller and the MultiPhaser for any defect or non-conformity. Under no circumstances shall Vool be liable for any damage to the Vool Controller and the MultiPhaser that has occurred during transit.

2.6. Any complaints concerning the quantity, model and colour of the Vool Controller and the MultiPhaser delivered EXW Tallinn (Incoterms 2000)) must be presented immediately upon delivery of the ordered Vool Controller and the MultiPhaser.

2.7. Except as specifically provided in this Agreement, and to the maximum extent permitted by applicable law, Vool expressly disclaims all warranties and conditions of any kind, whether express, implied or statutory, arising from the course of dealing or usage in trade regarding the Vool Controller and the MultiPhaser, including without limitation any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

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Personal Data

4.1. In its use of the Vool Administration Portal, the Customer shall comply with all applicable laws, including without limitation Privacy/Security laws.

4.2. Vool is a data processor, who processes data on behalf of the Customer. The Customer is a data controller. Vool agrees to process Personal Data received under the Agreement only for the purposes set forth in the Agreement.

4.3. Customer agrees to comply with its protection, security and other obligations with respect to Personal Data prescribed by applicable data protection requirements for data controllers by (a) establishing and maintaining a procedure for the exercise of the rights of the individuals whose Personal Data are processed on behalf of Customer; (b) processing only Personal Data that has been lawfully and validly collected and ensuring that such data will be relevant and proportionate to the respective uses; and (c) ensuring compliance with the provisions of this Agreement by its personnel or by any third-party accessing or using Personal Data on its behalf. The Customer is responsible for obtaining consent from data subjects, where applicable. Consent is an indication from the data subject to allow Personal Data processed by the Customer.

4.4. Customer acknowledges that in the provision of some services, Vool intends to engage subprocessors to help it satisfy its obligations in accordance with this Agreement or to delegate all or part of the processing activities to such subprocessors. Vool shall take commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on Vool’s behalf, including but not limited to subprocessors, comply with the relevant terms of the Agreement. If needed, Vool will enter into separate agreements with said subprocessors to ensure that subprocessors are required to comply with and acknowledge and respect the terms set forth in this Agreement and the confidentiality of the Personal Data, including after the end of their respective contract or assignment.

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Confidentiality

5.1. The parties shall maintain and keep confidential and shall not disclose directly or indirectly to any third party the other party’s Confidential Information (as defined below) and shall prevent the third parties’ access to such information (hereinafter Confidentiality Obligation). The Confidentiality Obligation includes the prohibition to use the confidential information for any other purposes than the provision and receipt of the Vool Administration Portal, the Vool Controller and the MultiPhaser  and other services agreed upon between the parties. Confidential Information shall mean all information (including oral and visual information, information recorded in writing or electronically, or in any other medium or by any other method) related to a party or to a company belonging to the same group with that party (hereinafter a party and companies belonging to the same group Group Company), inter alia, including:

5.1.1. the Agreement and any other internal regulations and/or documents of any of the Group Companies;

5.1.2. all the data and documentation related to the businesses and clients of the Group Company, including client information and databases, financial information, any information about the methods of cost estimation, volumes of any of the Group Company’s purchase or sales activities, market shares, business partners, marketing plans, cost and price structuring, sales strategies, development of the services, information about commercial and other agreements (including the economic situation, accounting information, structure, internal administration and data about the shareholders), information affecting the work of management bodies, business plans, budgets, etc;

5.1.3. IT systems and software belonging to or licensed by the Group Companies; usernames and passwords issued or generated for the use of such IT systems or software;

5.1.4. any other information about the business activities of the Group Companies, the disclosure of which may affect any of the Group Companies in a negative manner or any information which a party might reasonably expect that a Group Company would regard as confidential.

5.2. In case of any reasonable doubt, whether the particular information shall be treated as confidential and whether and to what extent it might be disclosed to third parties, the parties shall consider such information as Confidential Information.

5.3. The relevant Group Company remains the owner of the Confidential Information, regardless of any disclosure of the same. A disclosing party may at any time request that the receiving party returns any media containing Confidential Information.

5.4. The Confidentiality Obligation shall remain effective for a 10 Year term after the termination of the Agreement due to whatever reason.

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Intellectual Property rights

6.1. Intellectual property generally includes inventions, designs, processes, formulae, databases, algorithms, improvements, know-how, logos, marks, plans, models, mask designs and graphic displays, photographs, digital and other artworks, all copyright works, and in relation to the software particularly and without limitation, the source code and architecture of the software and trade secrets including details of performance or design of the software or any part of the software.

6.2. All intellectual property rights to the components of the Vool Controller and the MultiPhaser, any upgrade of the software and in all additions, corrections, and improvements thereto, and in any other proprietary software made available by Vool to the Customer will at all times remain the property of Vool. The intellectual property rights in all software developments (APIs, applications, algorithms, methods etc) done by Vool for the Customer will remain with Vool. The parties acknowledge that the Customer shall not receive any intellectual property rights to the components of or the Vool Controller and the MultiPhaser.

6.3. Customer has a right to use the Vool Administration Portal, the Vool Controller and the MultiPhaser for the purposes necessary to conclude the regular business activities of the Customer. The software related to of the Vool Administration Portal will remain the exclusive intellectual property of Vool during the term of the Agreement and after the termination of the Agreement.

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Payment

7.1. The fees applicable to the provision of the Vool Administration Portal, the Vool Controller and the MultiPhaser and other services that may be provided to the Customer upon request and/or on the basis of a separate agreement are described in the Price List.

7.2. Vool shall provide the Vool Administration Portal, the Vool Controller and the MultiPhaser to the Customer and the Customer shall pay for the provision of the services and goods in accordance with the Subscription Plan selected by the Customer. The fee of the selected Subscription Plan does not include the fees applicable to the provision of other services by Vool (e.g. Customer branding/software integration and custom software development) unless Vool and the Customer have explicitly agreed otherwise in a format that can be reproduced in writing. If additional costs need to be incurred by Vool for the provision of the Vool Administration Portal, the Vool Controller or the MultiPhaser, Vool shall notify the Customer before incurring such costs and the distribution of such costs shall be agreed upon between Vool and the Customer separately in a format that can be reproduced in writing.

7.3. If the Customer agrees to a Subscription Plan then the respective fee indicated in the Price List shall be applicable for the duration of the Agreement term if the Agreement is entered into for a fixed period. If the Agreement is entered into for an unspecified period, then the fee of the selected Subscription Plan may change in the course of the Agreement as Vool is entitled to change the Price List unilaterally by notifying the Customer thereof 3 (three) calendar months in advance. If the Customer continues to use the Vool Administration Portal, the Customer is deemed to have accepted the new Price List.

7.4. Amounts due under this Agreement are payable to Vool without deduction for any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, “Sales Tax”). Except as forbidden by applicable law, Vool may require that Customer submit applicable Sales Taxes to Vool. However, the preceding sentence does not apply to the extent that Customer is tax-exempt, provided it gives Vool a valid tax exemption certificate within 30 days of the Effective Date. Vool’s failure to include any applicable tax in an invoice will not waive or dismiss its rights or obligations pursuant to this Section 7.4. If applicable law requires withholding or deduction of Sales Taxes or any other tax or duty, Customer shall separately pay Vool the withheld or deducted amount, over and above fees due. For the avoidance of doubt, this Section 7.4 does not govern taxes based on Vool’s net income. Value-added tax is added to the fees, if applicable.

.5. Depending on the selected Subscription Plan and other services and goods provided to the Customer, Vool invoices the Customer on a monthly basis for the services used by the Customer in the preceding month, unless Vool and the Customer have explicitly agreed otherwise in a format reproducible in writing. There will be no refunds or credits for partial volumes and/or months or refunds for volumes and/or months unused. The invoice shall be sent to the e-mail address indicated by the Customer and the payment term is 7 (seven) calendar days from the date of the invoice unless a different payment term is indicated on the invoice or unless Vool and the Customer have explicitly agreed otherwise in a format that can be reproduced in writing.

7.6. If the Customer wishes to change the selected Subscription Plan, it shall notify Vool thereof in a format that can be reproduced in writing and such changes will take effect as of the following month and Vool shall invoice the Customer accordingly at the next billing date unless Vool and the Customer have explicitly agreed otherwise in a format that can be reproduced in writing. Downgrading the Subscription Plan may cause loss of features or capacity of the Vool Administration Portal and Vool does not accept any liability for such loss.

7.7. If the Customer has used up or if based on the Customer’s usage it is likely that the Customer will use up the monthly capacity of the Vool Administration Portal available under the selected Subscription Plan, Vool shall notify the Customer thereof and will upgrade the Subscription Plan selected by the Customer to the next level subscription plan and will invoice the Customer accordingly at the next billing date or, if the Customer has prepaid for the Subscription Plan, will issue an additional invoice. The Customer's continued use of the Vool Administration Portal constitutes agreement to the upgrade and higher applicable fee.

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Disclaimer of Warranties

8.1. Vool provides the Vool Administration Portal, the Vool Controller and the MultiPhaser on an “as is” and “as available” basis, without warranty of any kind. Without limiting this, Vool expressly disclaims all warranties, whether express, implied or statutory, regarding the Vool Administration Portal, the Vool Controller and the MultiPhaser, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement, or any implied warranty arising from statute, course of dealing, course of performance, or usage of trade. Without limiting the generality of the foregoing: (a) Vool has no obligation to indemnify or defend Customer or end-users against claims relating to infringement of intellectual property rights; (b) Vool does not present or warrant that the Vool Administration Portal, the Vool Controller and the MultiPhaser will perform without any interruption or error; and (c) Vool does not represent or warrant that the Vool Administration Portal, the Vool Controller and the MultiPhaser is secure from hacking or other unauthorized intrusion or that Data and Personal Data will remain private or secure.

8.2. Vool endeavours to ensure the continuous and uninterrupted operation of the Vool Administration Portal, the Vool Controller and the MultiPhaser pursuant to these General Terms. However, Vool does not warrant that the Vool Administration Portal, the Vool Controller and the MultiPhaser will meet the Customer's requirements; that the Vool Administration Portal, the Vool Controller and the MultiPhaser will be uninterrupted, timely, secure, or error-free; that the information provided or obtained through the use of Vool Administration Portal, the Vool Controller and the MultiPhaser is accurate, reliable or correct; that any defects or errors will be corrected; that the Vool Administration Portal, the Vool Controller and the MultiPhaser will be available at any particular time or location; or that the Vool Administration Portal, the Vool Controller and the MultiPhaser are free of viruses or other harmful components. The Customer assumes full responsibility and risk of loss resulting from the Customer's use of the Vool Administration Portal, the Vool Controller and the MultiPhaser.

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Limitation of Liability

9.1. All claims related to the performance of the Agreement must be submitted to the other party without undue delay in a format that can be reproduced in writing.

9.2. A party has the right to demand compensation from the other party for damage caused by breach or non-performance of their obligations under the Agreement unless these General Terms provide otherwise or unless the parties have explicitly agreed otherwise in a format that can be reproduced in writing.

9.3. The Customer understands and agrees that Vool will not be liable to the Customer or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from

9.3.1. the Customer's use or inability to use the Vool Administration Portal, the Vool Controller and the MultiPhaser;

9.3.2. the End User’s use or inability to use the Vool ;

9.3.3. any modification, price change, suspension or discontinuance of the Vool Administration Portal, the Vool Controller and the MultiPhaser;

9.3.4. the Vool Administration Portal generally or the software or systems that make the Vool Administration Portal, the Vool Controller and the MultiPhaser available;

9.1.1. unauthorised access to or alterations of the Customer's transmissions or data;

9.1.2. any other matter relating to the Vool Administration Portal, the Vool Controller and the MultiPhaser;

9.1.3. damages occurred to the Vool Controller and the MultiPhaser from improper use.

9.2. Vool's liability is limited whether or not the Customer has been informed of the possibility of such damages and even if a remedy set forth in the Agreement is found to have failed its essential purpose. Vool will have no liability for any failure or delay due to matters beyond Vool's reasonable control. However, the maximum liability of Vool is limited to the amount that is equal to the amount the Customer paid to Vool during the previous three months from the occurrence of the event that resulted in Vool's liability. In no event will Vool be liable for lost profits or loss of business or for any consequential, indirect, special, incidental, or punitive damages arising from or related to this Agreement.

9.3. The parties shall not be liable for breach or non-performance of their obligations under the Agreement if it has been caused by force majeure. If the effect of force majeure is temporary, non-performance is excused only for the period during which force majeure impeded the performance of the obligation. Force majeure events are unforeseeable circumstances that the party having violated the obligation is unable to control and the prevention of which by the same cannot be expected proceeding from the principle of reasonableness. Examples of force majeure include but are not limited to severe acts of nature, war, riot, acts of terrorism, epidemics, pandemics, the activities of public authorities (e.g. the state, local government) and other circumstances independent of the parties (e.g. strike, general failure of the computer system, failure of communications lines or power failure, denial-of-service attack).

9.4. Customer is responsible and liable for end-users’ use of the Vool Administration Portal, the Vool Controller and the MultiPhaser, including without limitation unauthorized end-user conduct and any end-user conduct that would violate any laws or the requirements of this Agreement applicable to Customer.

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Release and Indemnification

10.1. The Customer indemnifies, defends, and holds Vool harmless from and against any and all third party claims, liabilities, suit, proceedings and/or expenses, including attorneys' fees, arising out of the Customer's alleged or actual use of, misuse of, or failure to use the Vool Administration Portal, the Vool Controller and the MultiPhaser, including but not limited to (a) claims by Users or by Customer's employees, as well as by Customer’s own customers; (b) claims related data incidents; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Vool Administration Portal through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the Vool Administration Portal through Customer’s account, including by end-users, harasses, defames, or defrauds a third party or violates any law or restriction on electronic advertising.

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Term and termination

11.1. The Vool Administration Portal is provided during the Agreement term stipulated in the Subscription Plan.

11.2. If the Agreement is entered into for an unspecified term, either party may cancel the Agreement at any time by notifying the other party 2 (two) months in advance in a format that can be reproduced in writing.

11.3. A Party may cancel the Agreement without advance notice if:

11.3.1. application has been submitted for initiating the other party’s bankruptcy or liquidation proceedings or the other party is declared bankrupt or liquidated;

11.3.2. the other party has committed a material breach of the Agreement;

11.4. the other party has committed a breach of the Agreement and fails to remedy the breach in 30 (thirty) calendar days or refuses to remedy the breach.

11.5. Termination of the Agreement does not release the parties from their outstanding obligations arising from the Agreement and does not affect the rights or remedies of a party arising out of breach of the Agreement.

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Miscellaneous

12.1. The Agreement between the Customer and Vool and any access to or use of the Vool Administration Portal, the Vool Controller and the MultiPhaser, is governed by the laws of the Republic of Estonia, except for the conflict of laws rule. All disputes arising from the Agreement or the use of Vool Administration Portal, the Vool Controller and the MultiPhaser shall be settled via negotiations. If an amicable settlement cannot be reached, the dispute shall be finally settled in accordance with the laws of the Republic of Estonia in Harju County Court in Tallinn.

12.2. The Customer may not assign or delegate any rights or obligations under the Agreement without Vool's prior written consent and any unauthorised assignment and delegation by the Customer is void.

12.3. All provisions of the Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality obligations, warranty disclaimers, indemnity and limitations of liability.

12.4. Vool communicates with the Customer in an electronic form via the contact person and/or email address the Customer has submitted. The Customer undertakes to notify Vool immediately of a change in the submitted contact details.

12.5. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Any failure on the part of Vool to enforce any provision of the Agreement will not be considered a waiver of Vool’s right to enforce such provision.

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Changes to these General Terms

13.1. Vool reserves the right, at its sole discretion, to amend these General Terms at any time and will update these General Terms in the event of any such amendments. Vool will notify the Customer of minor changes to the General Terms at least 30 calendar days prior to the change taking effect by notifying the Customer via email. For material modifications, the parties shall enter into negotiations. For the avoidance of doubt, the modifications to the functionality of the Vool Administration Portal will not be deemed as material changes.

13.2. Vool reserves the right at any time and from time to time to modify or discontinue temporarily the Vool Administration Portal (or any part of it) in accordance with the service level agreement, if applicable.