PUBLIC OFFER AGREEMENT
ABOUT JOINING
CHARGING DEVICES FOR ELECTRIC VEHICLE BATTERIES (hereinafter referred to as "EVB")
TO THE SOFTWARE
EVA CHARGERS LIMITED LIABILITY COMPANY,
hereinafter referred to as the "Aggregator" Identification code of the legal entity: 44793701
Location: Kharkiv region, Kharkiv city, Rudyk Street, 6
hereunder provides access (hereinafter referred to as the "Access") to the software that unites the owner of chargers to the owners of EVB (hereinafter referred to as the "Charger"), and the owners of electric vehicles of the users of the Application (hereinafter referred to as the "Users, User").
1. GENERAL PROVISIONS AND SUBJECT MATTER 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 offer (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 enter into the Agreement with the Aggregator by full and unconditional acceptance of the terms and conditions of this Agreement.
1.3 The terms of the Agreement shall be the same for all persons who have decided to accept the terms of this Agreement.
1.4 The Agreement is a contract of adhesion within the meaning of Article 634 of the Civil Code of Ukraine, since its terms are determined by the Aggregator and may be accepted by the Charger only by joining the proposed Agreement as a whole. In case the Charger disagrees with all or some provisions of this Agreement, the Agreement shall not be concluded.
1.5 The use of the Aggregator's software products shall be deemed to be adherence to the Agreement.
1.6 The Agreement shall be deemed concluded from the date of use of the Aggregator's software products on the terms and conditions set forth herein.
1.7 The use of the Aggregator's software products shall be deemed acceptance by the Charger of the offer to enter into the Agreement (acceptance), and shall also confirm the fact of full and unconditional acceptance by the Customer 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 and conditions of this Agreement and confirms that it understands the content of the Agreement and the legal consequences of its conclusion.
1.8 The Agreement shall be an electronic agreement within the meaning of Article 3 of the Law of Ukraine "On Electronic Commerce", shall be concluded using available information and telecommunication systems and shall not be invalidated due to its execution in electronic form.
1.9 This Agreement in paper form shall be printed, if necessary, independently from the Aggregator's website: https://www.evachargers.com/, or may be provided upon request of the Charger.
1.10 The terms used in this Agreement shall have the following meanings:
1.10.1 Public Offer means 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 number of individuals and legal entities;
1.10.2 Acceptance means full, unconditional and unconditional acceptance by the Charger of the terms of the Agreement by using the Aggregator's software products or in any other way agreed by the Parties;
1.10.3 The Charger is a natural or legal person who receives services from the Contractor on the terms and conditions stipulated by the Agreement;
1.10.4 The Aggregator's Website shall mean a set of web pages available on the Internet under the domain name https://www.evachargers.com/;
1.10.5 Providers of intermediate services in the information sphere - telecommunication operators (providers), payment infrastructure service providers, registrars (administrators) assigning network identifiers, and other entities ensuring the transmission and storage of information using information and telecommunication systems, which is created, used, distributed in accordance with the terms of the Agreement.
1.11 The Agreement shall be concluded on the basis of the Aggregator's offer to conclude it (public offer) and the Charger's acceptance thereof;
1.12 The Aggregator's public offer is set out in the terms and conditions of this Agreement.
1.13 Acceptance of the Public Offer shall mean that the Charger performs the actions specified in this Agreement, which result in the conclusion of this Agreement;
1.14 By entering into the Agreement, the Charger acknowledges:
1.14.1 complete and exhaustive familiarization with the Public Offer set forth in the terms of this Agreement;
1.14.2 unconditional and unreserved acceptance of the Public Offer set forth in the terms of this Agreement;
1.14.3 fully understand the content of their obligations under the Agreement and the legal consequences of its conclusion.
1.15 The conclusion of the Agreement shall be confirmed by the use of the Aggregator's software products, a receipt, check, 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 The Aggregator hereunder shall provide the Charger with access to the software that connects charger owners and electric vehicle owners, including, but not limited to, access to the Application, in order to connect chargers for charging the EVB owned by the Charger (hereinafter referred to as "Access").
1.17 In accordance with the terms of this Agreement, the Charger is granted access to the EVA Chargers software, the rights to which belong to ChargerSystem Inc (hereinafter referred to as the "Software"). The Aggregator confirms that, in accordance with the existing agreements with ChargerSystem Inc, it has the appropriate right to enter into this Agreement.
1.18 In accordance with the terms of this Agreement, the Charger is granted access to the EVA Chargers application in the App Store and Google Play (hereinafter referred to as the "Application"), owned and developed by ChargerSystem Inc, including access to the administrative panel (ADMIN PANEL), which is located on the Internet at https://admin.chargersystem.com/
The Aggregator confirms that, in accordance with the existing agreements with ChargerSystem Inc, it owns the relevant right, namely the possession of a software product LICENSE, which gives the right to enter into this Agreement.
1.19 The charger shall set up its own chargers for charging EVB and fill in the system with the location address, cost of services, power and other necessary data.
2. FINANCE AND SETTLEMENTS
2.1 The Charger agrees that users shall pay additional fees in addition to the payment for EVB charging services:
- a fee to the relevant financial institution (hereinafter referred to as the "Financial Institution Fee") according to the tariffs of the service such as iPay.ua and other available payment systems available for use in the aggregator system, which is paid in the process of each replenishment of the amount in the User's personal account or when paying directly for the EVB charging service;
- payment to the Royalty Aggregator (hereinafter referred to as the "Royalty") for the services of using the online management and monitoring system in the amount of 5% (five percent) paid during each replenishment of the amount in the User's personal account or when paying directly for the service of charging the User's EVB.
- The Charger receives payment for services from Users through financial institutions for charging EVB, financial institutions transfer 100% (one hundred percent) of the funds received (excluding the Financial Institution's Fee and Royalties) to the Charger's account as a commission payment.
2.2 The Charger undertakes to pay the Aggregator for online services, subscriptions, licenses and other expenses related to the operation of the Charging System, such as:
2.2.1 Subscription - Basic "ONLINE".
The service of data processing and charger control using the Charger System services, the availability of information about the charger through the EVA Chargers mobile application. The service is applied automatically to all stations from which one or more sessions of connection with the server were processed in a calendar month. The cost of the service is $ 5 per month for each charger with sessions during the month and is paid directly to ChargerSystem Inc. through a financial institution available in the system using a credit card, within 30 days, or in UAH equivalent at the NBU exchange rate on the day of receipt of the invoice from the AGREGATOR.
2.2.2 Subscription - Additional service "INTERNET" at the request of the Charger, for each "SIM card" of the Internet connection the cost is $ 3 per month, in UAH equivalent at the NBU exchange rate on the day of receipt of the invoice.
2.2.3 Subscription - Additional service "OPERATIONAL SERVICE" at the request of the Charger, automated operational and accounting, including payment for electricity, meter reconciliation, operational issues, etc. The cost of the service is 6% of the station's turnover.
2.2.4 Subscription - Additional service "BONUSCASH" at the request of the Charger, the service of withdrawal of funds from the bonus balance, transit and payment system accounts, the Aggregator's commission is 3% of the withdrawal amount.
2.2.5 Subscription - Additional service "MULTIBULKING" at the request of the Charger, connection of the station to an additional operator is an additional $ 7 per month, in UAH equivalent at the NBU exchange rate on the day of receipt of the invoice, for each additional operator.
When connecting third-party operators, pricing should be fair and equitable, comparable to EVA Chargers and taking into account the charger's costs for the cost of operator fees calculated and paid by the Charger.
2.2.6 The User shall pay an additional 5% to the Aggregator for the services of the management and monitoring system, from each amount spent on charging an electric vehicle in the Aggregator system, by tacit agreement of the Charger and the User when using the Aggregator system.
- Also, for the entire amount of payments according to the formula
100% cost of EVB charging service
+ 5% royalties for the use of the software product application, billing system
= sum
+ additional commission to the acquirer of the financial institution responsible exclusively for the additional service of acquiring payments by bank cards
2.3 In the event of a negative balance in the Charger's account, the Aggregator will enable the possibility of payment from the balance in the Aggregator's system until the debt is repaid.
2.4 Tariffs for charging services are determined by the Charger by setting prices in the profile of each charger for charging EVB, which are displayed in the profile of each charger in the Aggregator mobile application.
2.4.1 The parking tariff can be used only in paid parking lots. In the absence of paid parking and the use of this tariff, the aggregator reserves the right to refund the parking fee to the User.
2.4.2 The Charger agrees that the Aggregator is not a party to the relations arising between the Users and the Charger.
2.4.3 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 EVB chargers, information about which is available in the Application, provided that such EVB chargers are free and not used by other Users.
2.5 Payment shall be made by depositing or reserving funds to the personal account of the electric motorist in the Aggregator system in the amount of not less than UAH 50. 00 kopecks and is automatically received by the Charger. The amount of the minimum charging amount may be changed by the Charger upwards.
2.6 Upon direct receipt of Access under this Agreement by the User and the Charger, the funds of the electric motorist's bank card shall be debited or reserved in the settlement systems of equating offered by the Aggregator in the amount of the cost determined in accordance with the provisions of clauses 2.2., 2.4., 2.5. of the Agreement.
2.7 The User's funds transferred to the bank account of the Charger's respondent by means of settlements in the Aggregator's system are a payment for the Services under this Agreement and are not refundable to the User after receiving the Service. The Aggregator is only a computer system that connects the User and the Charger and does not bear any financial responsibility that may arise between the User and the Charger.
2.8 The Aggregator shall not be obliged to fulfill the terms of this Agreement if the amount of funds pre-paid or reserved by the User is less than specified in clause 2.5.
2.9 Subject to payment in accordance with the provisions of Section 2 of the Agreement, the User shall have the right to access the Charger's chargers under this Agreement using free chargers for the Chargers' electric vehicles (including their connectors and adjacent parking spaces), information about which is available on the Aggregator's website or mobile application.
2.10 The Aggregator is obliged to stop supplying energy if the amount reserved or in the account is not enough to fully charge the electric car or to pay for the downtime in the connected state. However, even after the power supply is interrupted, the system will accrue idle time, in the absence of the possibility of automatic debiting from the User or non-payment of the idle time debt, the Aggregator is obliged to block the provision of services to such User, but is not obliged to pay the Charger the amount of the idle time 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 on the cost and procedure for the execution of this Agreement on the Aggregator's website and mobile application;
3.1.2 receive cashless payments exclusively by accounting for funds in the Aggregator's system at any time.
3.2 The Aggregator shall be entitled to:
3.2.1 introduce additional paid services or change the cost, amounts of funds set forth in clause 2 of the Agreement if the amount is twice the average market amount, and clause 2.6 of the Agreement in case of business necessity in accordance with market circumstances and processes;
3.2.2 unilaterally amend the Agreement and post relevant information on the Aggregator's website and mobile application;
3.2.3 store and process the Charger's personal data provided to the Aggregator in the course of performance of this Agreement;
3.2.4 change the location of charging stations in the system, their technical parameters, increase or decrease their number;
3.2.5 not to refund the funds spent by the Charger in the Aggregator system;
3.2.6 suspend the terms of this Agreement and, in the future, not fulfill its obligations to the Charger that violates the terms of the Agreement, in particular in terms of compliance with the Charger's obligations under clause 3.3. of the Agreement, and/or has not paid the amount of penalties provided for in clause 5.1. of the Agreement;
3.2.7 to eliminate deficiencies in the functioning of chargers, carry out any work on the installation of power supply networks, location, and correction of the station, including modernization, modification, updating of components, etc. and receive compensation for the work performed by writing off funds from the Charger's balance.
3.3 The Charger is obliged to configure its own chargers and choose the mode of payment for such Access and fill in the system with the location address, cost of services, power and other data, as well:
3.3.1 take care of the quality of the chargers' locations and the quality of installation and current supply in accordance with the norms and standards used by the Client as the owner of the electric car to directly receive Access and services under this Agreement;
3.3.2 not to disseminate false information regarding the Aggregator or the terms and conditions of this Agreement;
3.3.3 not to disclose Confidential Information;
3.3.4. use the parking space directly adjacent to the charger for electric vehicles exclusively for its intended purpose - to accommodate an electric vehicle that is being charged (being charged) from such a charger.
3.3.5 place in the application information about the legal entity, individual entrepreneur, etc. that receives funds, owns the station (or is a representative of the owner, 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 and send it to the acquiring financial institution that is used.
3.3.6 not to transfer access to the account(s) to third parties, and not to sell equipment with the account.
3.3.7 To pay the invoices issued by the Aggregator for the work on elimination of defects in the functioning of chargers.
3.4 The aggregator shall:
3.4.1 provide the Charger and the Client with information on the current terms of the Agreement and the conditions for the implementation of these terms on the Aggregator's website and mobile application;
3.4.2 ensure proper functioning of the support service within its technical capabilities.
3.4.3 The Aggregator's logo may not be used in any altered form, including, but not limited to, changing the color scheme, proportions, arrangement 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 Accesses under this Agreement and using the mobile application, website, or disclosed or provided by the Charger to the Aggregator in any way and related to the fulfillment of the terms of this Agreement (hereinafter referred to as the "Confidential Information"), shall be considered confidential. The Aggregator warrants that it shall use its best efforts, taking into account the resources available to it, to keep the Confidential Information confidential and shall not use the 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, destruction of such materials or their return to the Aggregator, deletion from information storage devices. It shall not be considered a violation of the terms of this Agreement if the Aggregator uses Confidential Information for the purpose of sending newsletters independently and/or with the involvement of third parties. 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 welfare and human rights.
4.2 The Charger, by agreeing to the terms of this Agreement, agrees to the processing of his/her personal data.
4.3 The Charger shall not publish or communicate for publication any information relating to this Agreement or which mentions the Aggregator or implies the name of the Aggregator, its subsidiaries or related companies, or their respective employees, trustees, officers or representatives, or the trade or business names of the Aggregator or its subsidiaries or related companies, without obtaining the prior written consent of the Aggregator.
5. RESPONSIBILITY
5.1 The Aggregator shall have the right to determine the amount of the penalty (solely according to a reasoned calculation), which may not exceed the amount of compensation for damages caused to the Aggregator, electric motorists or third parties who have applied to the Aggregator for compensation. The fine shall be paid by the Charger in case of the following violations by the Charger:
5.1.1 negligent attitude to the chargers used by the Charger to directly obtain Accesses under this Agreement;
5.1.2 poor installation or maintenance of chargers used by the Charger to directly obtain Accesses under this Agreement;
5.1.3 disseminating false information regarding the Aggregator or the process of fulfillment of this Agreement;
5.1.4 disclosure of Confidential Information.
5.2 Upon detection of the fact of violations by the Charger specified in clause 5.1. of the Agreement, the Aggregator shall determine the amount of penalties payable by the Charger for such violation in each individual case and notify the Charger in writing (by e-mail).
5.3 In case of payment of the amount of penalties provided for in clause 5.1. of the Agreement, the Aggregator may continue to fulfill the terms of this Agreement.
5.4 In case of violation by the Charger of the obligation set forth in clause 5.1. of the Agreement, the Aggregator shall have the right to suspend the fulfillment of the terms of this Agreement for a period of seven (7) calendar days.
6. OTHER TERMS AND CONDITIONS
6.1 Amendments to the Agreement shall enter into force upon their publication as part of the text of the Agreement on the Aggregator's website and mobile application.
6.2 In case of disagreement with the amendments to the Agreement made by the Aggregator, the Charger shall immediately (from the date of detection of such disagreement by sending a written notice to the Aggregator's e-mail address) terminate the execution of this Agreement. If the Charger continues to receive Access under this Agreement, it shall be deemed that it has agreed to the amendments previously made to the Agreement.
6.3 This Agreement shall be valid from the moment of registration of the Charger in the Aggregator's system or login of the Charger to his/her account in the Aggregator's system as a registered user, which will be considered as a conclusive 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 individual entrepreneurs 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 period of 1 year.
6.6 If the Charger or the Aggregator does not notify the other party to the Agreement in writing of its termination one month prior to the expiration of the Agreement, the Agreement shall be deemed extended for a period of 1 year.