Annexure 1: The CMS and the Services
The CMS shall include but not limited to the following Services:
- GadiCharge shall integrate each of the CPO’s EV Chargers subject to compatibility with the CMS and list the EV charging station details, including the legal name, EV charger details, location, contact and other information such as additional amenities available and the operating hours on the CMS.
1.1. The CPO shall designate an Authorised User in writing for the access of the CMS by registering an Authorised User Account. The CPO is solely responsible for all activities under this account and must keep all login credentials confidential. Sharing credentials without GadiCharge’s written authorization is prohibited. While GadiCharge is not obligated to monitor usage, it may do so and reserves the right to revoke access or deactivate the account in case of misuse or breach of this Agreement.
1.2. The CPO shall ensure that its Authorized Users and any parties using the CMS through the CPO adhere to all applicable terms and conditions. - GadiCharge shall provide CMS Dashboard access to the CPO including:
2.1. Analytics: The CPO shall gain access to the overall performance of the EV charging station(s), on a daily, weekly, monthly and/or yearly basis, based on the following key performance indicators:
● Total Revenue Generated
● Total Energy Delivered
● Total Charging Sessions
● Connectivity Status
2.2. Reports: The CPO shall gain access to the following reports:
● Charge Transaction Report with a summary of all the charging sessions that have taken place at the CPO’s EV charging station.
● Charge Point Availability Audit Report includes details of how often the CPO’s EV charging station(s) was/were available for use to track the reliability of the charging stations and identify any problems that require fixing.
● Charge Point Availability Timeline Report highlighting the periods of operation and any outages to monitor the performance of the charging station(s) over time.
● Charge Point Availability Timeline Summary Report providing a concise overview of the availability of EV charging stations over a specific time period to assess the reliability of the charging station(s).
2.3. Live Sessions: The CPO shall gain access to real-time monitoring of current charging session details that include session start time, current charging status (in progress and complete), current energy usage, charge rate, estimated completion time and session duration.
2.4. Bills: The CPO shall gain access to billing information to issue and send invoices to end EV users. - The CPO hereby agrees to provide the CMS Dashboard view access to GadiCharge and/or its partners.
- All the CPO’s end EV users shall be provided access to the GadiCharge App, which is the mobile application available on both Android and iOS for access to the CPO’s EV chargers, integrated with payment gateway for digital payment processing including the option to integrate the Mobile App wallet with RFID cards. Any additional RFID Cards will incur a fee of NPR 250 and the rates for the same are subject to change.
- The CMS shall provide collection, processing and settlement services of revenue received pursuant to the payments made by the end EV users for availing the CPO’s EV charging service.
5.1. GadiCharge shall settle all funds in accordance with applicable practices and laws by partnering with payment gateways to facilitate the payments under this Agreement.
5.2. All revenue collected in a day shall be settled if the total amount is not less than Rs.10 as this is the minimum transaction limit set by banks and subject to any applicable transaction fees, within the next following business day (i.e., T+1) to the CPO. Any settlement amounts less than Rs.10 will be aggregated in any future settlements. The settlement shall be to the designated bank with the following details:
● Bank Name:
● Account Name:
● Account Number:
5.3. GadiCharge shall provide access in CMS for billing details report and facilitate the settlement process accordingly.
5.4. Any non-executed transaction and reconciliations on accounts will be rectified within seven (7) business days from the date of notification from the CPO.
The CPO acknowledges and agrees that GadiCharge shall not be responsible for any uncollected and/or collectable charging fees if such non-executed transactions and reconciliations are notified after fifteen (15) days from the date of transaction, and after termination of this agreement and CPO service fee dues are pending. - GadiCharge shall provide the CPO with the following Support Services:
6.1. One-time online and/or offline training for the use of CMS dashboard, as per requirement.
6.2. Customer support for any issues related to the CMS during normal business hours i.e., Sunday to Friday from 9am to 5pm.
6.3. Notify the CPO of any incidents via email such as unscheduled outages and network attacks, or any other event as may be detected by the CMS that results in unavailability of the CMS within one (1) hour of the occurrence of the event.
6.4. Maintaining the CMS, including bug fixes, updates, and upgrades to ensure continuous service. - If the CPO requires any additional services from GadiCharge beyond the standard Support Services outlined in this Agreement, the CPO shall be responsible for covering all associated costs. These costs shall include, but are not limited to, travel, accommodation, and meals, and NPR 2,000 per person per day.
- GadiCharge shall not be responsible for, and makes no representation or warranty with respect to the following:
● availability of or interruption of the CMS attributable to unauthorized intrusions for reasons that are not attributable to GadiCharge and excluding technology failures which GadiCharge could have reasonably mitigated with reasonable effort;
● specific fleet drivers, fleet operators or Original Equipment Manufacturers (OEMs) using the CPO’s EV charging infrastructure;
● continuous availability of any wireless or cellular communications network or internet service provider network necessary for the continued operation of the CMS.
Annexure 2: The CPO Obligations
The CPO acknowledges that GadiCharge’s ability to provide the Services is dependent upon the timely cooperation of the CPO as well as the accuracy and completeness of any information and data the CPO is required to provide to GadiCharge.
1. The CPO agrees to:
1.1. co-operate with GadiCharge in all matters relating to the CMS including installation, integration, operations and maintenance;
1.2. provide, in a timely manner, any materials or other information that GadiCharge may reasonably request for the performance of its obligations under this Agreement;
1.3. obtain and maintain all necessary licenses and consents, comply with all Applicable Laws, and ensure adherence to this Agreement.
2. The CPO must ensure that the charging station(s) meet(s) the following minimum hardware and network requirements to use the CMS and the Services:
2.1. Minimum Open Charge Point Protocol version 1.6J (OCPP 1.6J) compliant EV chargers.
2.2. A stable internet connection (via Wi-Fi, Ethernet, and/or 4G/5G).
2.3. A dedicated power supply with backup to prevent service interruptions, if possible.
2.4. Secure access to the charger network to allow integration with the CMS.
2.5. Regular maintenance and firmware updates as recommended by the charger manufacturer.
2.6. Adequate site infrastructure (such as signage, lighting, and physical security) for user accessibility and safety.
3. GadiCharge shall not be liable for any losses incurred by the CPO due to delays or prevention of its obligations under this Agreement caused by:
3.1. any act or omission of the CPO, its agents, sub-contractors or employees; or
3.2. by the CPO’s breach of any of its obligations under this Agreement.
4. If the CPO’s Authorized User receives login credentials, user identification codes, passwords or any other information as part of GadiCharge’s Services, the CPO shall treat them as confidential and not disclose them to any third party. If the CPO becomes aware of unauthorized access or loses such credentials, the CPO must promptly notify GadiCharge in writing.
4.1. The CPO shall ensure that only the designated Authorized User accesses the Authorized User Account. If reassigned, the previous Authorized User shall no longer have the right to access or use the CMS.
Annexure 3: Usage of the CMS
1. The CPO must use the CMS only for the purposes of its business as permitted under this Agreement.
2. The CPO shall not modify the CMS in any manner whatsoever except as expressly agreed under this Agreement.
3. GadiCharge may change the Service and policies so that they accurately reflect the CPO’s service and policies without alteration to existing functions and services with an advance written intimate not less than thirty (30) days to the CPO.
4. GadiCharge does not claim that the CMS, or any content on it, will always be available or be uninterrupted or CPO’s use of the CMS will be secure or free from bugs or viruses. However, GadiCharge and its partners shall endeavour to resolve such issues. The CPO acknowledges that the bug fixes and/or error corrections are the sole and exclusive remedy for the CPO in this regard and GadiCharge shall not be held liable for any resulting losses. The CMS may be suspended, withdrawn or restricted for business or operational reasons for which GadiCharge agrees to provide at least seven (7) days prior notice.
5. The CPO should use its own virus protection software for their hardware on which the CMS will be accessed. The CPO is not allowed to knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful to the CMS. Anyone involved in the above-mentioned activities will be restricted from using the CMS.
Annexure 4: Material Breach
Material Breach of the Agreement shall include but not limited to the following:
1. Failure to Provide Essential Services: If GadiCharge fails to provide the core CMS services as outlined in this Agreement.
2. Significant Service Interruptions: Frequent or prolonged interruptions of the CMS, especially if they impact the functionality of the CPO’s EV charging station(s) or customer experience.
3. Data Privacy Violations: If GadiCharge fails to comply with data privacy and security regulations or mishandles customer data.
4. Intellectual Property Infringement: If either party infringes upon intellectual property rights of the other party.
5. Failure to Pay Service Fees: Persistent and substantial failure to pay agreed-upon fees shall constitute a material breach.
6. Breach of Confidentiality: If either party discloses confidential information to unauthorized third parties, it shall be a material breach.