Nova Charge Hub Business Portal Software Licence Terms

1. your selected EV Charger quantity and model(s);
2. the purchase price for the selected EV Chargers;
3. the installation price for the selected EV Chargers; and
4. the applicable terms and conditions governing the purchase, supply and installation of your EV Chargers.

If you have selected ‘monetising’ Chargers (allowing you to decide who gets to use your EV Chargers and how much they pay), the Quote will also:

5. confirm that access to the Nova Charge Hub Business Portal Software is required;
6. set out the applicable monthly Fees payable by you to access and use the Software; and
7. include a link to this Licence Agreement.

1. Smart EV Charger Offer Special Terms;
2. General Terms and Conditions for Commercial Energy Customers; and
3. Product Purchase Terms and Conditions, links to which are also set out in the Quote.

1. We will provide you and your End Users a licence to access and use the Software for the purpose of setting up, controlling, and reporting on your business’ EV Charger operations (the “Approved Purpose”).
2. There is no limit to the number of End Users you may have at any one time, but please remember you are responsible and liable for the actions of each End User that you permit to access or use the Software.
3. We will provide you with Documentation and, if requested, general training services (at a time(s) separately agreed) in order to enable you and your End Users to understand and properly use and get the most out of the Software.
4. We will support and update the Software as required from time to time in accordance with clause 4.
5. You and all your End Users must use the Software accordance with the licence conditions at clause 3 below, and otherwise comply with the terms set out in this Licence Agreement.

1. You must only use the Software and the Documentation for lawful business purposes to monitor and manage connected EV charger points, provide reporting, charging station access and control, RFID card management, and any other purpose that is either within scope of the Approved Purpose or is otherwise specified by or agreed to in writing with us;
2. You must not:
   1. copy (including for your own back-up purposes), reproduce, translate, decompile, reverse-engineer, resell, modify, vary, sub-license or otherwise deal in the Software or the Documentation;
   2. resell or make available the Software to any third-party, or otherwise commercially exploit the Software;
   3. transfer, assign or otherwise deal with or grant a security interest in the Software, the Documentation or your rights under this Licence Agreement;
   4. impersonate another person or misrepresent authorisations when using the Software; or
   5. attempt to undermine the security and integrity of the Software.
3. You must ensure the Software and the Documentation are reasonably protected at all times from misuse, damage, destruction or any form of unauthorised use, copying or disclosure.
4. You must maintain all proprietary notices on the Software and the Documentation.
5. You must:
   1. not challenge the ownership, or the validity, of the Software, the Documentation or any other item or material created or developed or supplied by or on behalf of us under or in connection with this Licence Agreement (including the Intellectual Property Rights in those items); and
   2. notify us in writing immediately after becoming aware of any circumstance which may suggest that any person may have unauthorised knowledge, possession, access to or use of the Software or the Documentation.

1. paid all Fees due under this Licence Agreement;
2. maintained a proper operating environment for the use of the Software in accordance with any guidance from us, including in the Documentation; and
3. complied with the Licence Agreement and the Documentation in all material respects.

1. provide telephone and email support in the form of consultation, assistance and advice; and
2. use reasonable efforts to assist in the resolution of the issue (taking into account the nature and severity of the issue), (together, the “Support Services”).

1. first using reasonable efforts to resolve the issue by referring to the Documentation; and
2. contacting us during business hours (Monday to Friday from 8.30am to 6.00pm, excluding non-Business Days) via one of the following methods:
   1. Telephone: 0800 668 236
   2. Email: evs@novaenergy.co.nz

1. cease providing the Support Services; or
2. increase the Fees by a reasonable amount to cover any additional cost of continuing to provide the Support Services.

1. there is a decrease to Fees; or
2. there are any changes to your EV Charging services which are made at your request or at the request of a third-party acting on your behalf (for example, the removal of an EV Charger form your address).

1. We will provide you with valid GST tax invoices monthly, in arrears, for the Fees due under this Licence Agreement.
2. The Fees exclude GST, which you must pay on taxable supplies under this Licence Agreement.
3. You must pay the Fees:
   1. by the relevant date stated in each invoice; and
   2. electronically in cleared funds without any set off or deduction except to the extent required by law.

1. Intellectual Property that existed prior to the commencement of this Licence Agreement; and
2. Intellectual Property that was developed independently of this Licence Agreement.

1. the Software and the Documentation; and
2. any other item or material created, developed or provided by or on behalf of us under or in connection with this Licence Agreement.

1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material enhancements, modifications or derivative works), are owned solely by Nova (and/or the Developer); and
2. we may use or disclose any feedback for any purpose.

1. We indemnify you against any third-party claim or proceeding brought against you in New Zealand to the extent that claim or proceeding alleges that your use of the Software in accordance with this Licence Agreement constitutes an infringement of a third party’s Intellectual Property Rights in New Zealand (IP Claim). The indemnity is subject to you:
   1. promptly notifying us in writing of any IP Claim; and
   2. making no admission of liability and not otherwise prejudicing or settling the IP Claim without our prior written consent; and
   3. giving us complete authority and information required for us to conduct and/or settle the negotiations and litigation relating to the IP Claim.
2. The indemnity in clause 6.4a does not apply to the extent that an IP Claim arises from or in connection with:
   1. your breach of any provision of this Licence Agreement; and
   2. the use of the Software in a manner or for a purpose not reasonably contemplated by this Licence Agreement or otherwise not authorised in writing by us;
   3. any third party data used, or data owned, by you; or
   4. modification or alteration of the Software by a person other than us or the Developer.
3. If at any time an IP Claim is made, or in our reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, we may (at our option):
   1. obtain the right for you to continue using the items that are the subject of the IP Claim; or
   2. modify, re-perform or replace the items that are the subject of the IP Claim so they become non-infringing.

1. keep confidential at all times the Confidential Information of the other party; and
2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
3. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of clause 7.1a and 7.1b.

1. for the purpose of performing or exercising a party’s rights under this Licence Agreement;
2. required by law (including under the rules of any stock exchange);
3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
4. which was rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or
5. by us if required to be disclosed as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 7.

1. to the best of our knowledge, the use of the Software by you and your End Users in accordance with this Licence Agreement will not infringe the Intellectual Property Rights of any other person; and
2. the Software will materially perform in conformity with the Documentation (although you acknowledge that the Software is of a technical nature and may not be error-free or bug-free at all times).

1. modification or alteration of the Software by any person other than us or the Developer; or
2. a breach of this Licence Agreement by you or any of your End Users, including use of the Software in a manner or for a purpose not reasonably contemplated by this Licence Agreement or not authorised in writing by us.

1. Nova’s warranties are limited to those set out above and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under part 3 of the Contract and Commercial Law Act 2017) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to NZD$1,000; and
2. we make no representation concerning the quality of the Software or the Support Services, and do not promise that the Software will be error-free, bug-free, or will operate without interruption at any time.

1. to the maximum extent permissible by law, the Consumer Guarantees Act 1993 does not apply to the supply of the Software or the Support Services, or to this Licence Agreement generally; and
2. it is fair and reasonable that the parties are bound by this clause 8.6.

1. to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986; and
2. that it is fair and reasonable that the parties are bound by this clause 8.7.

1. an amount equal to the Fees paid by you under this Licence Agreement; and
2. NZD$1,000.

1. loss of profit, revenue, savings, business, data and/or goodwill; or
2. type of consequential, indirect, economic, incidental or special damage or loss of any kind.

1. Clauses 9.1 and 9.2 do not apply to limit our liability under the indemnity in clause 6.4a.
2. Clauses 9.1 and 9.2 do not apply to limit your liability:
   1. to pay the Fees; or
   2. under or in connection with any breach of the Licence Conditions in clause 3;
3. Clauses 9.1 and 9.2 do not apply to limit either our or your liability for:
   1. personal injury or death;
   2. fraud or wilful misconduct;
   3. a breach of clause 7 (confidentiality).

1. Termination for material breach: Either party may, by written notice to the other party, immediately terminate this Licence Agreement if the other party:
   1. materially breaches any provision of this Licence Agreement and the breach is not:
      • appropriately remedied within 10 Business Days of the other party notifying it of the breach; or
      • capable of being remedied;
   2. becomes insolvent, liquidated, or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
   3. (subject to clause 12.1 – Force Majeure) is unable to perform a material obligation under this Licence Agreement for 30 days or more due to Force Majeure.
2. Termination for Convenience: Either party may terminate this Licence Agreement for any or no reason, by giving the other party at least 30 days’ prior written notice.
3. Termination by Nova: We may, by written notice to you, immediately terminate this Licence Agreement if:
   1. the remedies in clause 6.4c are exhausted without remedying or settling the IP Claim; or
   2. you fail to install an Update in accordance with the requirements in the Key Details.
4. Consequences of termination:
   1. Termination of this Licence Agreement for any reason does not affect either party’s rights and obligations accrued before that termination or expiry.
   2. On termination, you must pay all Fees (and any other monies owed by you to us, for whatever reason) for the rights and services provided by us to you under this Licence Agreement prior to the effective date of termination.
   3. You may also be required to pay other monies owed to Nova under other agreements (e.g. if you switch away or end your business’s electricity supply with Nova for any reason, and if you selected a 12 month payment term for the supply and installation of your EV Chargers under Nova’s Smart EV Charger Offer Special Terms, then you will need to pay the remaining balance of the EV Charger supply and installation cost either immediately or over a period agreed by us, as well as any money outstanding under your Nova electricity supply agreement).
   4. Your access to the Software will be revoked, meaning you will no longer be able to use the Software to control and report on your business’ EV Charger operations.
   5. Each party must promptly, at the other party’s request following the termination of this Licence Agreement, return to the other party or destroy all Confidential Information of the other party in the first party’s possession or control.
5. Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of this Licence Agreement, including clauses 6, 7, 9, 10.3, 10.4 and 11, continue in force.

1. If no resolution can be reached within the minimum timeframe under clause 11.1, and the parties do not mutually agree to extend this timeframe, the dispute may be referred to and finally resolved by private arbitration in accordance with the Arbitration Act 1996, including the Second Schedule (but excluding clauses 4 and 5 of that Second Schedule) to that Act.
2. If the parties cannot agree on an arbitrator within 10 Business Days of one party notifying the other of a proposed referral to arbitration, then an arbitrator will be appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand, Inc.
3. For the purposes of this arbitration, the parties agree that: the number of arbitrators will be one; the place of arbitration will be Wellington; and the language of the arbitration will be English.

1. immediately notifies the other party and provides full information (including as reasonably requested by the other party) about the Force Majeure;
2. uses all reasonable endeavours to mitigate and/or overcome the Force Majeure; and
3. continues to perform its obligations to the extent reasonably possible.

1. must be in writing; and
2. will be delivered either by hand, post, email, or text, and.

1. If any provision of this Licence Agreement is, or becomes, illegal, unenforceable, or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.
2. If modification under clause 12.5a is not possible, the provision must be treated for all purposes as severed from this Licence Agreement without affecting the legality, enforceability, or validity of the remaining provisions of this Licence Agreement.

1. You cannot assign, transfer, or otherwise dispose of any of its rights or obligations under this Licence Agreement without our prior written agreement.
2. We can assign, transfer, or otherwise dispose of any of its rights or obligations under this Licence Agreement to any third party by giving you reasonable written notice of its intention to do so, and this clause shall be taken as your consent to the same. If you do not wish to continue using the Software following such an assignment by us, then you may terminate this Licence Agreement in accordance with clause 10.2(b) above.

Approved Purpose

has the meaning given to it in clause 1.4(a).

Business Day

means any day other than a Saturday, a Sunday or a public holiday observed in Wellington, New Zealand.

Confidential Information

means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, this Licence Agreement and includes the Software source code and the Documentation.

Developer

means Ampeco Ltd (being the underlying owner and developer of the Software).

Documentation

means user and technical documentation designed to enable you and your End Users to properly use and operate the Software (if any) and includes any update of the documentation.

End User

means your personnel who you authorise and are registered from time to time to use the Software.

EV Charger

means the electric vehicle charger model(s) selected by you and supplied and installed by us (or our agents) in accordance with our EV Charger Offer Terms, as made available at the time of sale.

Fees

means the “EV Charger Access Fee” set out in the Quote, as may be updated from time to time in accordance with clause 5.2.

Force Majeure

means any event or circumstance beyond the control of the party, which that party is unable to prevent or overcome by the exercise of reasonable care and at a reasonable cost (but excludes a lack of funds for any reason).

Intellectual Property Rights

means all intellectual property rights anywhere in the world, including copyright, all registered and unregistered trademarks, registered and unregistered designs, know-how, trade names, trade secrets, data, licences, rights to confidential information, rights to lists of customers and suppliers, and any rights in relation to inventions and technical information (whether registered or not).

Quote

has the meaning given to it in clause 1.2.

Software

means the Nova Charge Hub Business Portal Software.

Support Services

means the support services described in clause 4.

Update

means a new version of the Software released by us or the Developer and intended to provide bug fixes, resolve other technical issues, and/or provide new features or additional functionality associated with the Software.