EULA Terms

ZOLB EV MASTER FRAMEWORK CONDITIONS

Interpretation
1. The following definitions and rules of interpretation apply in these Master Framework Conditions and any Order Form:

Agreement means any Order Form in combination with these Master Framework Conditions

Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.

Applicable Data Protection Laws: means:

To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which ZOLB EV is subject, which relates to the protection of personal data.

Applicable Laws: all applicable laws, statutes, regulation and codes from time to time in force.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Change Order: has the meaning given in clause 14.1.

Charges: the sums payable for the Charging Equipment and Services as set out in an Order Form.

Charging Equipment: the goods to be supplied by ZOLB EV to the Customer pursuant to this Agreement as set out in the relevant Order Form.

Charging Event: has the meaning given to it in clause 15.11

Charging Facility: the electric vehicle charging facility consisting of the installed Charging Equipment provided by ZOLB EV to the Customer pursuant to this Agreement (and Charging Facilities shall be construed accordingly).

Completion Date: means the date on which ZOLB EV completes the installation of the Charging Equipment and it is ready to be energised.

Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of Control shall be construed accordingly.

Customer’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used by ZOLB EV directly or indirectly in the installation of the Charging Equipment and/or provision of the Services.

Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to ZOLB EV in connection with the Charging Facilities, including the items provided pursuant to clause 5.1(d).

Customer Personal Data: any personal data which ZOLB EV processes in connection with this Agreement, in the capacity of a processor on behalf of the Customer.

Delivery Location: has the meaning given to it in clause 7.2.

Deliverables: any output of the Services to be provided by ZOLB EV to the Customer as specified in a Order Form.

Electricity Retailer: means any party with whom the Customer has made an agreement to supply electricity to a Charging Facility.

Energy Management Services: meansdynamic load management services for the Customer to optimize the operation of Charging Facilities (which may include interrupting or changing the charging rate of an electric vehicle in order to adapt the electric load to external constraints or to provide grid services).

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

EV Driver: an electric vehicle user who charges their vehicle at the Charging Facility.

Charging Equipment Specification: any specification for the Charging Equipment, including any relevant plans or drawings, that is agreed in writing by the Customer and ZOLB EV.

Installation Services: the services provided by ZOLB EV for the installation of the Charging Equipment as set out in the relevant Order Form;

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Mandatory Policies: ZOLB EV’s business policies and codes available at www.zolbev.com, as may be amended by ZOLB EV from time to time.

Master Framework Conditions means the terms and conditions set out in this document

Milestone(s): a date by which a part or all of a Charging Facility is to be completed, as set out in an Order Form.

Minimum Term: the minimum duration of the provision of Charging Equipment and Services as set out in the Order Form.

Operational Delay Costs: means the sum specified in the Order Form

Order Form: a detailed plan, agreed in accordance with Clause 3, describing the Charging Equipment and Services to be provided by ZOLB EV for the Customer’s Charging Facility, the timetable for their performance, the Chages and other related matters.

Reference Charges: the standard charges for the Charging Equipment and Services or the framework for calculating them as provided to the Customer by ZOLB EV from time to time.

Service: any services including the Installation Services, and Site Services provided by ZOLB EV to the Customer pursuant to this Agreement as set out in an Order Form .

Site Services: the services, including the Energy Management Services, provided by ZOLB EV following the installation of the Charging Equipment for the operation of a Charging Facility, as set out in the relevant Order Form.

Software: any software necessary for the operation of the Charging Facility as set out in the relevant Order Form.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

VAT:value added tax or any equivalent tax chargeable in the UK.

Warranty Period: has the meaning given to it in clause 8.1.

ZOLB EV’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by ZOLB EV to the Customer and used directly or indirectly in the supply of the Charging Equipment or provision of the Services.

ZOLB EV Personal Data: any personal data that ZOLB EV processes in connection with this Agreement, in the capacity of a controller.

Clause and paragraph headings shall not affect the interpretation of this Agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
This Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.
A reference to writing or written includes email (except where such references are in relation to notices of termination, breach or confirmation of the variation of the Agreement.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied or novated from time to time.
References to clauses are to the clauses of this Agreement.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Commencement and duration
1. This Agreement shall commence on the date when the Order Form has been signed by both parties and shall continue, unless terminated earlier in accordance with Clause 21 (Termination), until either party gives to the other party written notice to terminate. Such notice shall be served no earlier than the first anniversary of the date of the Order Form or as otherwise set out as the Minimum Term in the Order Form and shall expire on the completion of all Order Forms entered into before the date on which it is served.
2. If there are no uncompleted Order Forms as at the date notice to terminate is served under Clause 21 (Termination) such notice shall terminate this Agreement with immediate effect.
3. ZOLB EV shall provide the Charging Facilities from the Milestone date specified in the relevant Order Form.
4. The Customer acknowledges and agrees that ZOLB EV may subcontract the provision of Charging Equipment and Services to a third-party when fulfilling its obligations under the Agreement. ZOLB EV shall be responsible for the performance of such subcontractors in the same manner as for its own.
Order Forms
1. The Customer may procure any of the Charging Equipment and Services by agreeing an Order Form with ZOLB EV pursuant to this Clause 3. Each Order Form shall be agreed in the following manner:
  1. the Customer shall ask ZOLB EV to provide any or all of the Charging Equipment and Services and provide ZOLB EV with as much information as ZOLB EV reasonably requests in order to prepare a draft Order Form for the Charging Equipment and Services requested;
  2. following receipt of the information requested from the Customer ZOLB EV shall, as soon as reasonably practicable either:
    1. inform the Customer that it declines to provide the requested Charging Equipment and Services; or
    2. provide the Customer with a draft Order Form.
  3. if ZOLB EV provides the Customer with a draft Order Form pursuant to clause 3.1(b)(ii), ZOLB EV and the Customer shall discuss and agree such Order Form; and
  4. both parties shall sign the Order Form when it is agreed.
2. Unless otherwise agreed, the Charges shall be calculated in accordance with the Reference Charges.
3. ZOLB EV may charge for the preparation of Order Forms on a time and materials basis in accordance with ZOLB EV’s daily fee rates as set out in the Reference Charges.
4. Once an Order Form has been agreed and signed in accordance with clause 3.1(d), no amendment shall be made to it except in accordance with clause 14 (Change control) or clause 25(Variation).
ZOLB EV’s responsibilities
1. ZOLB EV shall use reasonable endeavours to provide the Charging Equipment and Services, and deliver the Deliverables to the Customer, in accordance with an Order Form in all material respects.
2. ZOLB EV shall use reasonable endeavours to meet any Milestones specified in a Order Form, but any such dates shall be estimates only and time for performance by ZOLB EV shall not be of the essence of this Agreement.
3. ZOLB EV shall appoint a manager of the Charging Facilitiy to be created by ZOLB EV pursuant to each Order Form. Details of such manager shall be as identified in the Order Form. The specified manager shall have authority to contractually bind ZOLB EV on all matters relating to the relevant Charging Facility (including by signing Change Orders). ZOLB EV may replace the manager from time to time where reasonably necessary in the interests of ZOLB EV’s business.
4. ZOLB EV shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Customer’s premises and that have been communicated to it under clause 5.1(e), provided that it shall not be liable under this Agreementif, as a result of such observation, it is in breach of any of its obligations under this Agreement.
5. ZOLB EV shall perform the Services set out in the Order Form in accordance with ZOLB EV’s then current working practices and procedures. ZOLB EV may freely change those practices and procedures at its discretion provided that such changes do not cause substantial additional expenses to Customer.
6. ZOLB EV shall have the right to display its logo or the logo of its supplier and the words “Powered by [ZOLB EV or the name of ZOLB EV’s supplier]” on the Charging Equipment and within the Deliverables and material relating to the Services.
Customer’s obligations
1. The Customer shall:
  1. co-operate with ZOLB EV in all matters relating to the Charging Facilities.
  2. appoint a manager in respect of the Charging Facilities to be performed under each Order Form. The details of such manager shall be as as identified in the Order Form. The Customer’s manager shall have authority to contractually bind the Customer on all matters relating to the relevant Charging Facility (including by signing Change Orders);
  3. provide, for ZOLB EV, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by ZOLB EV to supply the Charging Equipment and provide the Services.;
  4. provide to ZOLB EV in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under a Order Form or otherwise reasonably required by ZOLB EV in connection with the Charging Facilities and ensure that they are accurate and complete in all material respects;
  5. inform ZOLB EV of all health and safety and security requirements that apply at any of the Customer’s premises;
  6. ensure that all the Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Charging Facilities and conforms to all relevant United Kingdom standards or requirements;
  7. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable ZOLB EV to provide the Charging Facilitiy, including in relation to the installation of ZOLB EV’s Equipment, the use of all Customer Materials and the use of the Customer’s Equipment insofar as such licences, consents and legislation relate to the Customer’s business, premises, staff and equipment, in all cases before the date on which the Charging Facilities are to be installed;
  8. keep, maintain and insure the Charging Facility in accordance with ZOLB EV’s instructions from time to time and not dispose of or use ZOLB EV’s Equipment other than in accordance with ZOLB EV’s written instructions or authorisation; and
  9. comply with any additional responsibilities of the Customer as set out in the relevant Order Form; and
2. The Customer shall be responsible for the Charging Facilities being suitable for the purpose of use planned or intended by Customer.
3. The Customer shall be obliged to safeguard usernames, passwords and other identifiers created or provided to the Customer relating to the Charging Facilities. The Customer shall be responsible for any use of the Services under its identifiers regardless of the identity of the user (including, but not limited to EV Driver). The Customer shall be obliged to notify ZOLB EV if there is a reason to suspect or believe that an identifier related to the Services has been accessed by an unauthorised third party. The Customer’s responsibility for the use of the Services shall continue until ZOLB EV has had reasonable time to disable the username, password or other identifier after the Customer’s notification.
4. The Customer shall provide ZOLB EV the details of any Electricity Retailer contracted to supply electricity to a particular Charging Facility.The Customer shall update ZOLB EV promptly after the Electricity Retailer is changed.
5. The Customer shall maintain at all times during the term of the Agreement the functionality and availability of the Charging Facilities (including embedded software and hardware) so that they can be accessed by EV Drivers.. The Customer shall repair defects and non-availability of any Customer Equipment without undue delay and at no cost to ZOLB EV. The Customer shall disable Charging Equipment if such Charging Equipment is not available or functioning as required. In the event the Customer fails to correct defects in the Charging Equipment or make Charging Equipment available after ZOLB EV’s written notice thereof, ZOLB EV shall have a right to disable the Charging Facility and suspend Site Service.
6. The Customer shall provide charging services to EV Drivers. The Customer agrees to keep the Charging Facility public and accessible to all EV Drivers. If after the Completion Date a Charging Facility is prevented or delayed from being accessible to EV Drivers by any act or omission of the Customer, its agents, subcontractors, consultants or employees then ZOLB EV shall be entitled to, and the Customer shall pay to ZOLB EV the Operational Delay Costs for each day or part thereof after the Completion Date that the Charging Facility is not available to EV Drivers.
7. The Customer shall provide to ZOLB EV all the relevant data relating to the use of the Charging Facility by EV Drivers promptly and without unnecessary delay.
8. If ZOLB EV’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, ZOLB EV shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
Charging Equipment
1. The Charging Equipment are described in the Charging Equipment Specification of the Order Form.
2. To the extent that the Charging Equipment is to be manufactured in accordance with a Charging Equipment Specification supplied by the Customer, the Customer shall indemnify ZOLB EV against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by ZOLB EV arising out of or in connection with any claim made against ZOLB EV for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with ZOLB EV’s use of the Charging Equipment Specification. This clause 6.2 shall survive termination of the Agreement.
3. ZOLB EV reserves the right to amend the Charging Equipment Specification if required by any applicable statutory or regulatory requirement, and ZOLB EV shall notify the Customer in any such event.
4. ZOLB EV is not liable to the Customer for the correctness of data sent or received by equipment delivered or installed by a third party that was not appointed by ZOLB EV. ZOLB EV has the right to remove such equipment from the Charging Facilities.
Delivery of Charging Equipment
1. ZOLB EV shall ensure that:
  1. each delivery of the Charging Equipment is accompanied by a delivery note which shows the date of the Order Form, all relevant Customer and ZOLB EV reference numbers, the type and quantity of the Charging Equipment (including the code number of the Charging Equipment, where applicable), special storage instructions (if any) and, if the Charging Equipment is being delivered by instalments, the outstanding balance of Charging Equipment remaining to be delivered; and
  2. it states clearly on the delivery note any requirement for the Customer to return any packaging material to ZOLB EV. The Customer shall make any such packaging materials available for collection at such times as ZOLB EV shall reasonably request. Returns of packaging materials shall be at ZOLB EV’s expense.
2. ZOLB EV shall deliver the Charging Equipment to the location set out in the Order Form or such other location as the parties may agree (Delivery Location) at any time after ZOLB EV notifies the Customer that the Charging Equipment are ready.
3. Delivery of the Charging Equipment shall be completed on the completion of unloading of the Charging Equipment at the Delivery Location.
4. Any dates quoted for delivery of the Charging Equipment are approximate only, and the time of delivery is not of the essence.
5. If ZOLB EV fails to deliver the Charging Equipment, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Charging Equipment.
6. ZOLB EV shall have no liability for any failure to deliver the Charging Equipment to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide ZOLB EV with adequate delivery instructions or any other instructions that are relevant to the supply of the Charging Equipment.
7. If the Customer fails to accept delivery of the Charging Equipment within three Business Days of ZOLB EV notifying the Customer that the Charging Equipment are ready, then except where such failure or delay is caused by a Force Majeure Event or by ZOLB EV’s failure to comply with its obligations under the Agreement in respect of the Charging Equipment:
  1. delivery of the Charging Equipment shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which ZOLB EV notified the Customer that the Charging Equipment were ready; and
  2. ZOLB EV shall store the Charging Equipment until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
8. If ten Business Days after the day on which ZOLB EV notified the Customer that the Charging Equipment were ready for delivery the Customer has not accepted actual delivery of them, ZOLB EV may resell or otherwise dispose of part or all of the Charging Equipment and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Charging Equipment or charge the Customer for any shortfall below the price of the Charging Equipment.
9. ZOLB EV may deliver the Charging Equipment by instalments, which shall be invoiced and paid for as set out in the relevant Order Form. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
Quality of Charging Equipment
1. ZOLB EV warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Charging Equipment shall (subject to the completion of the Installation Services and the continuation of the Site Services):
  1. conform in all material respects with the Charging Equipment Specification; and
  2. be free from material defects in design, material and workmanship.
2. Subject to clause 8.3, if:
  1. the Customer gives notice in writing to ZOLB EV during the Warranty Period within a reasonable time of discovery that some or all of the Charging Equipment do not comply with the warranty set out in clause 8.1;
  2. ZOLB EV is given a reasonable opportunity to examin such Charging Equipment; and
  3. the Customer (if asked to do so by ZOLB EV) returns such Charging Equipment to ZOLB EV’s place of business at the Customer’s cost,

ZOLB EV shall, at its option, repair or replace the defective Charging Equipment, or refund the price of the defective Charging Equipment in full.

ZOLB EV shall not be liable for the Charging Equipment’s failure to comply with the warranty set out in clause 8.1 if:
1. the Customer makes any further use of such Charging Equipment after giving a notice in accordance with clause 8.2;
2. the defect arises because the Customer failed to follow ZOLB EV’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Charging Equipment or (if there are none) good trade practice regarding the same;
3. the defect arises as a result of ZOLB EV following any drawing, design or specification supplied by the Customer;
4. the Customer alters or repairs such Charging Equipment without the written consent of ZOLB EV;
5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
6. the Charging Equipment differ from the Charging Equipment Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
Except as provided in this clause 8, ZOLB EV shall have no liability to the Customer in respect of the Charging Equipment’s failure to comply with the warranty set out in clause 8.1.
Title and risk
1. The risk in the Charging Equipment shall pass to the Customer on completion of delivery.
2. Title to the Charging Equipment shall not pass to the Customer until ZOLB EV completes the Installation Services and receives payment in full (in cash or cleared funds) for:
  1. the Charging Equipment; and
  2. the Installation Services;

in accordance with the relevant Order Form.

Until title to the Charging Equipment has passed to the Customer, the Customer shall (subject to the requirements of the Installation Services):
1. store the Charging Equipment separately from all other goods held by the Customer so that they remain readily identifiable as ZOLB EV’s property;
2. not remove, deface or obscure any identifying mark or packaging on or relating to the Charging Equipment;
3. maintain the Charging Equipment in satisfactory condition and keep them insured against all risks for their full price on ZOLB EV’s behalf from the date of delivery;
4. notify ZOLB EV immediately if it becomes subject to any of the events listed in Clause 21.1(c) to (l);and
5. give ZOLB EV such information as ZOLB EV may reasonably require from time to time relating to:
  1. the Charging Equipment; and
  2. the ongoing financial position of the Customer.
Installation Services
1. If Installation Services are specified in the Order Form to be provided by ZOLB EV then this clause 10 shall apply.The Customer shall provide ZOLB EV with all necessary assistance during the Installation Services including but not limited to obtaining any necessary permits and licences, and also keeping the site of the Installation Services secure.
2. Upon completion of the Installation Services ZOLB EV shall:
  1. test and inspect the Charging Equipment and ZOLB EV Equipment to ensure that it complies with the requirements of the Order Form; and
  2. if so requested by the Customer, give the Customer reasonable advance notice of such tests (which the Customer shall be entitled to attend).
Site Services
1. If Site Services are specified in the Order Form to be provided by ZOLB EV then this clause 11 shall apply.
2. If pursuant to an Order Form ZOLB EV agrees to provide Energy Management Services, such Energy Management Services not warrant electrical safety or act as any kind of safeguard against electrical short circuit, critical overload, electrical shock hazard, overheating or electrical fire. All Charging Facilities and associated hardware must be installed by qualified professionals following all local electrical safety regulations, practices and use of mandatory protective devices.
3. The Customer may adjust the charging power limit of Charnging Equipment in a Charging Facility. The Customer is responsible for correct information regarding power limits for individual Charging Facilities.
4. ZOLB EV shall be entitled to suspend the provision of the Site Services to Customer or interrupt the Site Services at any Charging Facility completely or partly due to the following reasons:
  1. suspension of the Site Service is necessary for performing repairs or maintenance work in respect of the Charging Facility or its part or other similar measures. Where reasonably possible, ZOLB EV shall notify Customer of such interruption in advance;
  2. Customer’s action, omission or any matter for which it is responsible has caused or causes problems, threat or damage to the Charging Facilities or to the other users (for example, to EV Drivers);
  3. ZOLB EV has reason to suspect that Customer’s identifiers related to the Charging Facilities are unlawfully in a third party’s possession and the Service is accessed via such identifiers;
  4. according to ZOLB EV’s reasonable understanding the Charging Facility has been or is used for operations violating the law or applicable regulations;
  5. Customer is in breach of its obligations under this AgreementAgreement and has not corrected such a breach within seven (7) calendar days from the ZOLB EV’s written notice specifying the breach.
5. Any suspension of the Site Service in accordance with clause 11.4 shall not effect the Customer’s responsibility to pay the applicable fees in accordance with this Agreement.
Software
1. To the extent that the Charging Facilities require any Software, ZOLB EV shall either provide or procure a licence for such Software for the Customer.
2. If no specific Software licence is provided to the Customer by ZOLB EV or ZOLB EV’s supplier, the Customer hereby accepts a non-exclusive, non-transferable licence to use the Software on the following conditions:
  1. the Customer shall not copy (except to the extent permissible under Applicable Law which is not capable of exclusion by Agreement or for normal operation of the Charging Facilities), reproduce, translate, adapt, vary or modify the Software, nor communicate it to any third party, without ZOLB EV’s prior written consent;
  2. the Customer shall not use the Software on any equipment other than the Charging Equipment and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software on the medium on which it resides;
  3. such licence shall be terminable by either party on 28 days’ written notice, provided that ZOLB EV terminates only if the continued use or possession of the Software by the Customer infringes the developer’s or a third party’s rights, or ZOLB EV is compelled to do so by law, or if the Customer has failed to comply with any term of this Agreement; and
  4. on or before the expiry of this licence, the Customer shall return to ZOLB EV all copies of the Software in its possession.
Non-solicitation and employment
1. The Customer shall not, without the prior written consent of ZOLB EV, at any time from the date of this Agreement commence to the expiry of 12 months after the completion of any Order Form, solicit or entice away from ZOLB EV or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of ZOLB EV in the provision of any Charging Facilities.
Change control
1. Either party may propose changes to the scope or execution of any Order Form but no proposed changes shall come into effect until agreed in writing and signed by both parties (Change Order). A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:
  1. the operation of the Charging Facilities;
  2. the Charges;
  3. the timetable for the installation of the Charging Facilities; and
  4. any of the other terms of the relevant Order Form.
2. If ZOLB EV wishes to make a change to the Charging Facilities it shall provide a draft Change Order to the Customer.
3. If the Customer wishes to make a change to the Charging Facilities:
  1. it shall notify ZOLB EV and provide as much detail as ZOLB EV reasonably requires of the proposed changes, including the timing of the proposed change; and
  2. ZOLB EV shall, as soon as reasonably practicable after receiving the information at clause 14.3(a), provide a draft Change Order to the Customer.
4. If the parties:
  1. agree to a Change Order, they shall sign it and that Change Order shall amend the relevant Order Form; or
  2. are unable to agree a Change Order, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in clause 35(Multi-tiered dispute resolution procedure).
5. ZOLB EV may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Customer pursuant to clause 14.3 on a time and materials basis at ZOLB EV’s daily rates specified the Order Form.
Charges and payment
1. In consideration of the provision of the Charging Equipment and Services by ZOLB EV, the Customer shall pay the Charges.
2. Where the Charges are calculated on a time and materials basis:
  1. ZOLB EV’s daily fee rates for each individual person as set out in the Order Form are calculated on the basis of an eight-hour day, worked during Business Hours;
  2. ZOLB EV shall be entitled to charge an overtime rate as set out in the Order Form of the daily fee rate set out in the Order Form on a pro rata basis for any time worked by individuals whom it engages on the Charging Facilities outside Business Hours; and
  3. ZOLB EV shall ensure that every individual whom it engages on the Charging Facilities completes time sheets to record time spent on the Charging Facilities, and ZOLB EV shall indicate the time spent per individual in its invoices.
3. Where the Charges are calculated on a fixed price basis, the amount of those charges shall be as set out in the Order Form.
4. The Charges exclude the following, which shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice:
  1. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom ZOLB EV engages in connection with the Charging Facilities; and
  2. the cost to ZOLB EV of any materials or services procured by ZOLB EV from third parties for the provision of the Charging Facilities as such items and their cost are set out in the Order Form or approved by the Customer in advance from time to time.
5. ZOLB EV may increase the Reference Charges and any Charges not calculated in accordance with the Reference Charges on an annual basis with effect from each anniversary of the date of this Agreement in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the date of this Agreement and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
6. Any increase in the Reference Charges shall affect:
  1. the Charges (to the extent that they are calculated in accordance with the Reference Charges) in Order Forms in force at the date the increase takes effect; and
  2. the calculation of the Charges for Order Forms entered into after the date the increase takes effect.
7. ZOLB EV shall invoice the Customer for the Charges at the intervals specified, or on the achievement of the Milestones indicated, in the Order Form. If no intervals are so specified, ZOLB EV shall invoice the Customer at the end of each month for Charging Facilities performed during that month.
8. The Customer shall pay each invoice submitted to it by ZOLB EV within 20 days of receipt to a bank account nominated in writing by ZOLB EV from time to time.
9. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay ZOLB EV any sum due under this Agreement on the due date:
  1. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
  2. ZOLB EV may suspend part or all of the Charging Facilities until payment has been made in full.
10. All sums payable to ZOLB EV under this Agreement:
  1. are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
  2. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Revenue from use of Charging Facilities by EV Drivers:

Following the installation of the Charging Facilities, and the use by such Charging Facilities by EV Drivers where the EV Drivers enter into a transaction for the use of such Charging Facility (a “Charging Event”), ZOLB EV shall procurethe provision of one invoice per month for all transactions from ZOLB EV (or its supplier) to the Customer within 45 calendar days after end of the month in which Charging Event occurred. ZOLB EV and its suppliers shall have a right, but not an obligation, to verify Charging Events or data and in the event ZOLB EV or its supplier notices data sent by the Customer’s Charging Facilities to be incorrect, ZOLB EV or its supplier has the right to exclude the affected Charging Facility and billing data therein from the invoice concerning the relevant EV Driver as well as from the invoice
The pricing options available in relation to Charging Events are set out in the relevant Order Form. The Customer shall provide all necessary data and information to ZOLB EV in order to set up a pricing system for the use of the Customer as defined in the relevant Order Form.
The Customer shall accept invoices raised by ZOLB EV or its suppliers on their behalf in connection with the Charging Events.
ZOLB EV or its suppliers shall have a right to use third party payment service providers for handling and operating monetary transactions and settlements processed within or in connection with this Agreement. Furthermore, third party payment service providers have a right to conduct necessary KYC (Know Your Customer) background checks as required by the applicable Anti-Money Laundering legislation.
Intellectual property rights
1. In relation to the Deliverables:
  1. ZOLB EV and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables;
  2. ZOLB EV grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this Agreement to copy the Deliverables for the purpose of receiving and using the Charging Facilities and the Deliverables in its business; and
  3. the Customer may sub-license the rights granted in clause 16.1(b) to its Affiliates.
2. ZOLB EV retains ownership and shall be exclusive owner of data it has stored or created in connection with the Charging Equipment and the Services (including data relating to EV Drivers, OCPP data, roaming and other transaction data) and the Intellectual Property Rights in such data shall vest in ZOLB EV.. Such data is considered as confidential information of ZOLB EV. ZOLB EV shall have a right, free of charge, to process, use, disclose and assign statistical and other data (non-personal data), for example POI-data (Point of Interest data e.g. location of a charging station), created when using any ZOLB EV application or platform.
3. The Customer hereby grants to ZOLB EV and its suppliers the right to:
  1. place the Customer’s trade name, trade mark, logo and quotes in any application that ZOLB EV or its suppliers provide to EV Drivers as well as any stationery, catalogues, promotional literature, case studies and advertising material; and
  2. take and use for commercial purposes pictures and videos from the site of the Charging Facilities

without further prior consent from the Customer. Any other use of the trade name, trade mark or logo shall be subject to prior written approval by Customer which shall not be unreasonably withheld.

In relation to the Customer Materials, the Customer:
1. and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and
2. grants to ZOLB EV a fully paid-up, non-exclusive, royalty-free, non-transferable, sublicensable, licence to copy and modify the Customer Materials for the term of this AgreementAgreement for the purpose of providing the Services and the Charging Facilities to the Customer.
ZOLB EV:
1. warrants that the receipt, use of the Charging Facilities and the Deliverables by the Customer and its permitted sub-licensees shall not infringe any rights of third parties to the extent that the infringement results from copying;
2. shall, subject to clause 20.6, indemnify the customer against all liabilities, costs, expenses, damages and direct losses suffered or incurred or paid by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third parties Intellectual Property Right to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt, use or onward supply of the Charging Facilities and Deliverables.
3. shall not be in breach of the warranty at clause 16.5(a), and the Customer shall have no claim under the indemnity at clause 16.5(b) to the extent the infringement arises from:
  1. the use of Customer Materials in the development of, or the inclusion of the Customer Materials in, the Charging Facilities or any Deliverable;
  2. any modification of the Charging Facilities or any Deliverable, other than by or on behalf of ZOLB EV; and
  3. compliance with the Customer’s specifications or instructions.
The Customer:
1. warrants that the receipt and use in the performance of this Agreement by ZOLB EV, its agents, subcontractors or consultants of the Customer Materials shall not infringe any rights of third parties; and
2. shall indemnify ZOLB EV against all liabilities, costs, expenses, damages and losses and all other reasonable professional costs and expenses suffered or incurred or paid by ZOLB EV arising out of or in connection with any claim brought against ZOLB EV, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt or use in the performance of this Agreement of the Customer Materials.
If either party (Indemnifying Party) is required to indemnify the other party (Indemnified Party) under this clause 16, the Indemnified Party shall:
1. notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 16.5(b) or clause 16.6(b) (as applicable) (IPRs Claim);
2. allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld;
3. provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and
4. not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.
Compliance with laws and policies
1. In performing its obligations under this Agreement, ZOLB EV shall comply with:
  1. the Applicable Laws; and
  2. the Mandatory Policies.
2. Changes to the Charging Facilities required as a result of changes to the Applicable Laws or the Mandatory Policies shall be agreed via the change control procedure set out in clause 14 (Change control).
Data protection
1. For the purposes of this clause 18, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
2. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 18 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
3. The Customer consents to, (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by ZOLB EV in connection with the processing of ZOLB EV Personal Data, provided these are in compliance with the then-current version of ZOLB EV’s privacy policy available at www.zolbev.com (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Agreement, the Privacy Policy will take precedence.
4. Without prejudice to the generality of clause 18.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of ZOLB EV Personal Data and Customer Personal Data to ZOLB EV and lawful collection of the same by ZOLB EV for the duration and purposes of this Agreement.
5. In relation to the Customer Personal Data, Schedule 1 sets out the scope, nature and purpose of processing by ZOLB EV, the duration of the processing and the types of personal data and categories of data subject.
6. Without prejudice to the generality of clause 18.2, in circumstances where ZOLB EV is the data processor, ZOLB EV shall, in relation to Customer Personal Data:
  1. process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in Schedule 1 (Processing, personal data and data subjects) unless ZOLB EV is required by Applicable Laws to otherwise process that Customer Personal Data (Purpose). Where ZOLB EV is relying on Applicable Laws as the basis for processing Customer Processor Data, ZOLB EV shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer on important grounds of public interest. ZOLB EV shall inform the Customer if, in the opinion of ZOLB EV, the instructions of the Customer infringe Applicable Data Protection Laws;
  2. implement the technical and organisational measures set out in Schedule 1 to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  3. ensure that any personnel engaged and authorised by ZOLB EV to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
  4. assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to ZOLB EV), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  5. notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
  6. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless ZOLB EV is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 18.8(f) Customer Personal Data shall be considered deleted where it is put beyond further use by ZOLB EV; and
  7. maintain records to demonstrate its compliance with this clause 18, and allow for reasonable audits by the Customer or the Customer’s designated auditor, for this purpose, on reasonable written notice.
7. The Customer provides its prior, general authorisation for ZOLB EV to:
  1. appoint processors to process the Customer Personal Data, provided that ZOLB EV:
    1. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on ZOLB EV in this clause 18;
    2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of ZOLB EV; and
    3. shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to ZOLB EV’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify ZOLB EV for any losses, damages, costs (including legal fees) and expenses suffered by ZOLB EV in accommodating the objection.
  2. transfer Customer Personal Data outside of the UK as required for the Purpose, provided that ZOLB EV shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of ZOLB EV, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
Confidentiality
1. Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 19.2(a).
2. Each party may disclose the other party’s confidential information:
  1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 19; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
Insurance and Limitation of liability
1. For the duration of the Agreement ZOLB EV shall maintain in force at its own cost such insurances with a reputable insurance company as are appropriate and adequate having regard to its obligations and liabilities under this Agreement..
2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate or wilful default.
3. Nothing in this Agreement shall limitthe Customer’s payment obligations under this Agreement.

Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; and
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to clause 20.2 and clause 20.4, ZOLB EV’s total aggregate liability to the Customer, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement (including any liability for the acts or omissions of its employees, agents and subcontractors)

shall not exceed £1,000,000.

Neither party shall be liable for:
1. loss of profits;
2. loss of sales or business;
3. loss of Agreements or contracts;
4. loss of anticipated savings;
5. loss of use or corruption of software, data or information;
6. loss of or damage to goodwill; and
7. indirect or consequential loss.
ZOLB EV shall not be obliged to correct any defects, errors or failures nor shall ZOLB EV be liable to compensate losses, which result from:
1. the Customer’s use of other software, equipment, hardware, component, system, database or other products or any amendment or correction made by Customer or a third party and interlinked directly or indirectly to the Charging Facilities without ZOLB EV’s approval;
2. any defect or malfunction of software, equipment, component, system, database, loss of electricity, data connection, or hardware for which Customer is responsible;
3. insufficient electrical safety in installation and/or use of Energy Management services by the Customer or Third Parties not approved by ZOLB EV; or
4. Incorrect invoicing data received from the Charging Facilities.
ZOLB EV has given commitments as to compliance of the Services with relevant specifications in clause 4.1 (ZOLB EV’s responsibilities). In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
Termination
1. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 20 Business Days after being notified in writing to do so;
  2. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
  3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
  4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  5. the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
  6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  7. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
  8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
  9. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
  10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 10 Business Days;
  11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 21.1(c) to clause 21.1(j) (inclusive);
  12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
2. Without affecting any other right or remedy available to it, ZOLB EV may terminate this Agreement with immediate effect by giving written notice to the Customer if:
  1. the Customer fails to pay any amount due under this Agreement on the due date for payment and and such payment is not made within 10 Business Days after being notified to make such payment by ZOLB EV; or
  2. there is a change of Control of the Customer.
Obligations on termination and survival
1. Obligations on termination or expiry

On termination or expiry of this Agreement:

the Customer shall immediately pay to ZOLB EV all of ZOLB EV’s outstanding unpaid invoices and interest and, in respect of the Charging Facilities supplied but for which no invoice has been submitted, ZOLB EV may submit an invoice, which shall be payable immediately on receipt;
the Customer shall, within a reasonable time, return all of ZOLB EV’s Equipment. If the Customer fails to do so, then ZOLB EV may enter the Customer’s premises and take possession of ZOLB EV’s Equipment. Until ZOLB EV’s Equipment has been returned or repossessed, the Customer shall be solely responsible for its safe keeping; and
Except where the termination of this Agreement is as a result of ZOLB EV’s breach of this Agreement, ZOLB EV shall on the Customer’s request and at the Customer’s expense return any of the Customer Materials not used in the provision of the Charging Facilities.
ZOLB EV shall have a right to remove all logos, texts and material bearing the Customer’s trade name or trademarks (registered or un-registered) from all marketing material, products and services (including the Charging Facilities) (the “Branded Materials”) in the event the Agreement is terminated due to the breach of the Agreement due to the reasons attributable to the Customer. Furthermore, in case the parties have agreed to co-brand Branded Materials, Customer shall at its own cost and expense promptly remove all logos, texts and material bearing ZOLB EV’s or its suppliers trade name or trade marks from such Branded Materials.
Survival
1. On termination or expiry of this Agreement, all existing Order Forms shall terminate automatically.
2. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
3. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
Force majeure
1. Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:
  1. acts of God, flood, drought, earthquake or other natural disaster;
  2. epidemic or pandemic;
  3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
  4. nuclear, chemical or biological contamination or sonic boom;
  5. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
  6. collapse of buildings, fire, explosion or accident; and
  7. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); and
  8. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
  9. interruption or failure of utility service.
2. Provided it has complied with clause 23.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
3. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
4. The Affected Party shall:
  1. as soon as reasonably practicable after the start of the Force Majeure Event but no later than 5 Business Days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
  2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
5. If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 8 weeks, the party not affected by the Force Majeure Event may terminate this Agreement by giving 20 Business Days written notice to the Affected Party.
Assignment and other dealings
1. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
2. ZOLB EV may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this Agreement, provided that ZOLB EV gives prior written notice of such dealing to the Customer.
Variation

No variation of this Agreement by the Customer shall be effective unless it is in writing and signed by the authorised representatives of the parties. ZOLB EV may vary these Master Framework Conditions at anytime without the Customer’s consent. Any Order Form agreed between the parties shall incorporate the Master Framewor Conditions in force and effect at the date of the Order Form.

Waiver
1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Severance
1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
2. If any provision or part-provision of this Agreement is deemed deleted under clause 28.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Entire Agreement
1. This Agreement, the Order Form and any referenced Mandatory Polices constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
No partnership or agency
1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Third party rights
1. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
2. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.
Notices
1. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:
  1. delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  2. sent by email to the address specified in the Order Form.
2. Any notice or communication shall be deemed to have been received:
  1. if delivered by hand, at the time the notice is left at the proper address;
  2. if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting; or
  3. if sent if sent email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 32.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
Counterparts
1. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
2. Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of this Agreement. If this method of transmission is adopted, without prejudice to the validity of the Agreement thus made, each party shall on request provide the other with the “wet ink” hard copy original of their counterpart.
3. No counterpart shall be effective until each party has executed and delivered at least one counterpart.
Dispute resolution procedure
1. If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this Agreement, the parties shall follow the procedure set out in this clause:
  1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Customer contact and ZOLB EV contact as set out in the Order Form shall attempt in good faith to resolve the Dispute;
  2. if such contacts are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to a director of the Customer and a director of ZOLB EV who shall attempt in good faith to resolve it; and
  3. if the rescpective nominated directors of the Customer and of ZOLB EV are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation in London. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 60 days after the date of the ADR notice.
2. No party may commence any court proceedings under clause 37 in relation to the whole or part of the Dispute until 120 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.
3. If the Dispute is not resolved within 120 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 120 days, or the mediation terminates before the expiration of the said period of 120 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause clause 36
Governing law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.