1. Definitions

a. EULA means the Spark EV Technology Limited end-user licence agreement, which can be found at www.spark-technology.com/eula

b. Fees means the fees to be paid to us in consideration for the Services;

c. Hardware means the Spark device which plugs in to your vehicle and allows us to retrieve data from your vehicle which is required for the provision of the Services

d. Mobile Application means the mobile application or deployment tools and services available from https://www.spark-technology.com including documentation, updates, modified versions and copies of the Mobile Application and associated materials.

e. Order Confirmation means the confirmation of purchase on the Website, or sent to you via email, of a Subscription for the Services;

f. Privacy Policy means the Spark EV Technology Limited privacy policy, which can be found at www.spark-technology.com/privacy-statement.

g. Services means the prediction and tracking of the energy required from your electric vehicle fleets’ batteries to complete pre-determined journeys and helping you to manage and utilise your electric vehicle fleets through accurate live data and monitoring. We enable these fleets to achieve more journeys between charges using artificial intelligence and live vehicle and driver data for increased accuracy, as further described on the Website;

h. Subscription means a subscription obtained or purchased by you from us which enables access to the Services, as further described on the Website;

i. We, our, us or Spark means Spark EV Technology Limited;

j. Website means www.spark-technology.com, or any subsequent website as is notified to you, and associated web applications; and

k. Website Terms of Use means the Spark EV Technology Limited website terms of use which can be found at: www.spark-technology.com/termsofuse.

2. Basis of Contract

a. These terms and conditions (“these terms”), along with the EULA, the Privacy Policy, the Website Terms of Use, and the Order Confirmation, form the basis of the legal relationship between you and us under which we will agree to provide you with the Services.

b. In order to access the Services, you must first purchase a Subscription from our Website.

c. A legally binding contract between us and you comprising these terms, the EULA, the Privacy Policy, the Website Terms of Use and the Order Confirmation (the “Contract”) will come into effect when the screen confirming successful purchase of a Subscription appears on the Website or such confirmation is sent to you via email.

3. Subscription Charges and Payment

a. The Fees payable by you shall be those stated at the time you purchase a Subscription and Hardware for the Services or at the time your Subscription automatically renews.

b. If the Fees payable by you are set to increase upon the renewal of your Subscription (pursuant to term 11.b, we shall notify you via email at least fourteen (14) days before your Subscription is due to expire.

c. The Fees payable by you upon the purchase of a Subscription (the “Initial Fees”) shall either be:

(i) payable in advance and paid for online via the Website using a credit or debit card; or

(ii) payable upon receipt by you of an invoice for the Fees and paid for via you making a bank transfer, in full and cleared funds) to the bank account specified in the invoice, (as applicable) and payment confirmation will be provided after the payment has been successfully received and processed by us.

d. If your Subscription renews pursuant to term 11.b we will:

(i) In the event you paid the Initial Fees pursuant to term 3.c(i), automatically debit the card used to purchase your Subscription with the Fees payable (which shall be the same as the Initial Fee unless such other amount is notified to you via an email notification delivered pursuant to term 3.b); or

(ii) In the event you paid the Initial Fees pursuant to term 3.c(ii), issue an invoice for the Fees payable for the renewed Subscription at least fourteen (14) days’ before the Renewal Date and such Fees shall paid by you by the Renewal Date via a bank transfer to the bank account specified in the invoice.

e. Online payments will be carried out by our provider and will be subject to their terms and conditions.

f. You must provide accurate information to us (including your VAT number, if applicable) to ensure we can properly charge or invoice you for the Fees payable.

g. All Fees payable under these terms must be paid in full and cleared funds. If a payment due from you is subject to other taxes (whether by way of direct assessment or withholding at its source), we will be entitled to receive from you such amounts which ensure that our net receipt of Fees, after such taxes, is the same as it would have been were the payment not subject to such taxes.

4. Payment for Hardware

a. There is a one-off payment for each piece Hardware that you purchase which will be stated on the Website as at the time you purchase a Subscription or the time at which your purchase additional Hardware via the Website (the “Hardware Fees”).

b. The Hardware fees will be payable as at the time you purchase a Subscription and payment shall be made in accordance with terms 3.c and 3.e.

5. Delivery of the Hardware

a. Upon confirmation of your payment of your Hardware Fees by you, we will deliver the Hardware, to the address you provide to us, as soon as reasonably possible, and in any event within thirty (30) days after the day on which you receive the Order Confirmation, unless we notify you in writing that the Hardware will take longer than thirty (30) days to be delivered.

b. If we do not deliver the Hardware due to an event outside our control then we will contact you as soon as possible to let you know, and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may (as your sole and exclusive remedy) treat these terms as at an end and receive a refund for:

(i) any Hardware you have paid for but not received; and

(ii) any Subscription you have purchased which relies on the Hardware that has not been delivered.

c. We generally deliver to addresses in the European Union. If, however, we accept a Subscription and request for delivery of Hardware outside these areas, you may need to pay additional import duties, postal fees or other taxes which will be notified to you at the time you purchase your Subscription.

d. Upon the delivery of the Hardware to you in accordance with this term 5 full risk and legal and beneficial title and ownership in the Hardware will pass to you.

e. Notwithstanding term 5.d. of these terms, we reserve the exclusive title and ownership of all and any data generated by the Hardware and retain full ownership of all intellectual property rights subsisting:

(i) in the Hardware; or

(ii) in any data created by the Hardware.

6. Obligations

a. We will use reasonable endeavours to perform the Services in accordance with these terms.

b. We reserve the right to make changes to the Services or Subscriptions if required for technical or legal reasons, provided that such changes do not materially affect the Services.

c. You will co-operate with us in all matters relating to the Services, provide us with such accurate and up-to-date information and materials as we may require to perform the Services, and ensure that you hold such licences, permissions and consents in relation to materials provided by you as are required for us to perform the Services.

d. You undertake not to upload to, or submit to us for uploading onto the Website, any material which is illegal, defamatory, offensive, fraudulent, violent, discriminatory, obscene or sexually explicit or which may adversely affect us or our reputation.

e. You undertake to keep your contact details (including without limitation, your email address) up to date within your personal account section on the Website.

7. Service Level

a. Subject to scheduled downtime (of which we will notify you at least twenty four (24) hours in advance), we shall use reasonable endeavours to ensure that the Website is available to you at least 99.9% of the time (“Monthly Uptime Percentage”).

8. Intellectual Property

a. You warrant and represent that you are the owner or licensee of all intellectual property rights in any materials provided to us or uploaded to the Website and hereby irrevocably agree that you will indemnify and hold us harmless from and against any claims, losses, costs or damages we incur that arise from or as a result of your breach of this warranty.

b. All intellectual property rights in our Website, Hardware, the Mobile Application, the materials provided by us, our techniques and know-how and any intellectual property created during the provision of the Services shall belong exclusively to us.

9. Confidentiality

a. Each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature (“Confidential Information”) and have been disclosed to it by the other party for a period of three years from the date on which the Contract is formed pursuant to term 2.c.

b. For the avoidance of doubt, Confidential Information shall not include:

(i) any information regarding your electric vehicles including, without limitation, any information concerning such vehicles’ battery, odometer, or auxiliary loads; or

(ii) any information regarding your fleet including (without limitation) performance information, charge points, registered and used journey information.

10. Limitation of Liability

A. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; FRAUD OR FRAUDULENT MISREPRESENTATION; OR FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR US TO EXCLUDE OR TO ATTEMPT TO EXCLUDE OUR LIABILITY.

B. WE SHALL NOT BE LIABLE FOR ANY PURE ECONOMIC LOSS, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACT, LOSS OR DEPLETION OF GOODWILL AND/OR BUSINESS OPPORTUNITY, LOSS OF ANTICIPATED EARNINGS OR SAVINGS OR LIKE LOSS; WASTED MANAGEMENT, OPERATIONAL OR OTHER TIME; OR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES.

C. THE PREDICTION OF THE AMOUNT OF CHARGE REQUIRED BY THE BATTERY OF AN ELECTRIC VEHICLE IN YOUR FLEET TO MAKE A PRE-DETERMINED JOURNEY IS BASED ON A NUMBER OF FACTORS, SOME OF WHICH ARE OUTSIDE OF OUR CONTROL, AND IS BASED UPON THE QUICKEST ROUTE (AS ACCORDING TO GOOGLE MAPS AS AT THE TIME YOU SUBMIT A REQUEST FOR A PREDICTION) FOR MAKING SUCH A JOURNEY. THEREFORE, WE DO NOT WARRANT THAT OUR PREDICTIONS ARE 100% ACCURATE AND WE SHALL NOT BE LIABLE FOR ANY LOSS RESULTING FROM ANY INACCURATE PREDICTION OF THE CHARGE REQUIRED THAT WE MAY PROVIDE.

D. OUR TOTAL LIABILITY UNDER OR IN CONNECTION WITH THE CONTRACT (WHETHER IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE) IN RESPECT OF ALL AND ANY LOSS OR DAMAGE HOWSOEVER CAUSED SHALL IN NO CIRCUMSTANCES EXCEED THE FEES ACTUALLY PAID BY YOU AS SET OUT IN THE ORDER CONFIRMATION TO WHICH THE LOSS RELATES.

E. EXCEPT AS SET OUT IN THESE TERMS, ALL WARRANTIES, OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Term and Termination

a. Your Subscription shall, unless otherwise agreed by us, continue in force for either:

(i) a rolling monthly period; or

(ii) a rolling annual period, depending on the type of Subscription you elect to purchase (the “Subscription Period”), beginning from the date on which you purchase the Subscription.

b. Your Subscription will be automatically renewed for a further minimum term equal to your chosen Subscription Period at the end of the relevant Subscription Period (the “Renewal Date”) unless you notify us of your wish to cancel your Subscription for the Services no less than seven (7) days before the end of the relevant Subscription Period. This can be done from within your personal account section on the Website or the Mobile Application. Such renewals of the Subscription shall be on the terms, and for the amount of Fees, as are applicable at the relevant Renewal Date.

c. In the event of a breach of the terms of the Contract, the party not in breach may terminate the Contract upon the giving of thirty (30) days’ notice to the breaching party (which you will be able to serve using the option to cancel within your personal account section on the Website or via email to info@spark-technology.com provided that, the right to terminate shall be lost if the breaching party remedies the breach within the thirty (30) day notice period.

d. Without prejudice to any other remedy, we may terminate your account and any or all Subscriptions, contracts and Services with immediate effect in the event of:

(i) a material or persistent breach of these terms or the Website Terms of Use, Privacy Policy or EULA by you;

(ii) you not providing full or accurate contact or company information; or

(iii) us considering that you are acting inappropriately or illegally.

e. Either party may terminate the Contract immediately in the event that the other party participates in or is subject to any winding up, liquidation or other analogous event.

f. Other than pursuant to clauses 4.4 or 5.4 of the EULA, or term 5.b of these terms, in the event of termination pursuant to terms 11.c , 11.d, or 11.e above, no refunds will be given in respect of any outstanding Subscription term remaining.

g. When you terminate the Contract, your account will be suspended immediately. To enable you to easily return to using the Services in the future, unless you tell us otherwise your personal information be retained in accordance with the Privacy Policy. This will allow you to return to the service at any time, continuing to use your original account and historical data. If you wish for your account to be permanently deleted, you will need contact info@spark-technology.com.

12. General

a. Neither party shall be liable to the other for any failure to perform its obligations under these terms where such performance is delayed or prohibited by events that are beyond its reasonable control.

b. Neither party may assign its obligations under these terms without the other’s consent. Any notice given under these terms shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post to the registered office of the other party.

c. Access to Spark is made through our Hardware and we can only guarantee service on approved hardware devices purchased through the Website. These are supported under manufacturer’s warranty for 12 months after purchase.

d. These terms, the EULA, the Privacy Policy, and an Order Confirmation constitute the entire agreement between the parties. To the extent that any part of these terms and an Order Confirmation conflict, the Order Confirmation shall prevail.

e. If part of these terms is invalid, illegal or unenforceable, that provision or part-provision shall be deemed deleted, and the validity and enforceability of the other provisions of the contract shall not be affected.

f. Nothing in these terms creates a partnership or joint venture of any kind between the parties. A person who is not a party to this contract shall not have any rights under or in connection with it.

g. We reserve the right to vary these terms or the Fees at any time at our sole, discretion provided that no such change shall be retrospective in its effect. We shall notify you via email of any such variation to these terms at least seven (7) days prior to the variation taking effect.

h. Terms 8 to 11 of these terms (inclusive) shall survive termination of the Contract between us.

i. These terms are governed by English law and subject to the exclusive jurisdiction of the courts of England.