TERMS OF ENGAGEMENT FOR CHARGIFI WIRELESS CHARGING GOODS AND SERVICES              

1.           DEFINITIONS

The following definitions are used in these terms of engagement:

Business Day means any day (other than a Saturday, Sunday or public holiday) when banks in the City of London are open for general banking business.

Chargifi means Chargifi Inc, a company incorporated and registered in the State of Nevada USA with company number NV20141597217.  

Chargifi Services means the services set out in the Purchase Order.  

Chargifi Technology means the equipment, hardware, systems, applications, software and computer programs specified in the Statement of Work.

Client means the person specified as the client in the Purchase Order.

Commencement Date means the date that Chargifi will commence the provision of the Chargifi Services, as specified in the Purchase Order.

Data Protection Legislation means all data protection and/or privacy legislation which applies in the jurisdiction in which the Chargifi Services are to be provided.

Fees means all fees in connection with the Chargifi Services set out in the Purchase Order.

Force Majeure Event means any event that is beyond the reasonable control of a party that prevents the performance of that party's obligations under these terms of engagement and which is not attributable to that party's own negligence, including acts of God, government, terrorism, war, fire, flood, earthquake or storms, riots, armed conflict, strikes and industrial action.

Intellectual Property Rights means all means intellectual property, proprietary and industrial rights (whether existing in statute, at common law or in equity), including all copyright, know-how, trade secrets, methods (including business methods), technical and non-technical information, processes, characteristics, trade marks, trade names, inventions, patents, design rights, discoveries, formulae, and allied, similar and associated rights, whether registered or unregistered, registrable or unregistrable and all applications for any of the foregoing rights.

Personal Data means any personal data relating to any of the customers of the Client.

Personnel means each party's employees, contractors and agents.

Premises means the premises or location where the Chargifi Services are to be provided, as specified in the Purchase Order.

Stement of Work means the Statement of Work for Chargifi wireless charging goods and services that is accepted and agreed to by the Client.

Term means the period for which these terms of engagement shall remain in force, as specified in the Statement of Work.

2.           INTERPRETATION

The following rules of interpretation apply in these terms of engagement:

a.        A "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

b.        References to the "parties" include their respective executors, administrators, successors and permitted assigns.

c.        References to these terms of engagement mean these terms of engagement as amended or replaced from time to time.

d.        References to clauses will be construed as references to clauses in these terms of engagement.

e.        References to the words "including", "include" or similar words are not to be construed as implying any limitation and are deemed to have the words "without limitation" following them.

f.         A gender includes each other gender and the singular includes the plural and vice versa.

g.        References to written or in writing shall include all modes of presenting or reproducing words, figures and symbols in a visible form (including via email communications and fax).

3.           PROVISION OF THE CHARGIFI SERVICES

3.1         In consideration of the payment of the Fees by the Client, Chargifi shall provide the Chargifi Services to the Client during the Term in accordance with these terms of engagement.

3.2         Chargifi agrees that:

a.        it will perform the Chargifi Services with reasonable skill and care, in a workmanlike manner and in accordance with best industry practice and standards;

b.        the Chargifi Services will conform with all descriptions and specifications provided by Chargifi to the Client;

c.        its Personnel carrying out the Chargifi Services shall be suitably qualified in the jurisdiction where the Chargifi Services will be provided and have appropriate levels of training and experience; and

d.        the Chargifi Services will be provided in accordance with all applicable legislation in force from time to time in force.

4.           THE PREMISES

4.1         Subject to the Client’s security policies and procedures as notified in writing to Chargifi, the Client shall at all reasonable times provide Chargifi with access to the Premises in order for Chargifi to comply with its obligations under these terms of engagement.

4.2         The Client shall ensure that the Premises is maintained in good working order and is in a safe condition, conforming with all applicable health and safety legislation.

4.3         The Client must (at its cost) provide the following to Chargifi at the Premises in order to enable Chargifi to provide the Chargifi Services:

a.        Secure and reliable access to Wi-Fi.

b.        An electricity supply.

c.        Any other utilities or information reasonably required by Chargifi that may be necessary to provide the Chargifi Services.

5.           CHARGIFI TECHNOLOGY

5.1         Chargifi grants the Client the right to use the Chargifi Technology in its Premises in accordance with these terms of engagement.

5.2         The Client agrees that the Chargifi Technology is and shall remain the sole property of Chargifi.

5.3         The parties agree to fully cooperate with one another in order to enable Chargifi to complete the installation of, and any maintenance required for, the Chargifi Technology in a safe and efficient manner. The installation shall take place on such date as may be agreed in writing by the parties.

5.4         The Client shall:

a.        use, and require its customers to use, the Chargifi Technology strictly in accordance with any documentation and/or written instructions given by Chargifi to the Client;

b.        take reasonable care of the Chargifi Technology and be liable for all loss or damage to the Chargifi Technology due to the negligence or damage of the Client, its Personnel or any of the Client's customers;

c.        make no alteration to, and not remove any existing components from, the Chargifi Technology (unless in the ordinary course of repair and maintenance);

d.        not allow any encumbrance, security interest, lien or similar charge to exist interest over the Chargifi Technology.

5.5         If any customer feedback is received by the Client regarding the use of the Chargifi Technology, such feedback must be provided to Chargifi in writing as soon as reasonably practicable.

5.6         The Client must promptly notify Chargifi if it becomes aware of any deficiency, fault or malfunctioning in the Chargifi Technology.  Chargifi shall then (subject to clause 5.7):

a.        be given a reasonable opportunity to examine such Chargifi Technology; and

b.        at its own cost, repair or replace such Chargifi Technology if Chargifi (acting reasonably and in good faith) considers that it is defective, faulty or malfunctioning.

5.7         For the avoidance of doubt, Chargifi will not be obliged to repair or replace any Chargifi Technology if the defect, fault or malfunctioning arises as a result of the negligence or any damage caused by the Client, its Personnel or any of the Client's customers.  In these circumstances, the Client shall bear all costs and expenses in relation to the repairing or replacing of such Chargifi Technology.

5.8         Chargifi may require the Client to use all new releases and versions of the applications and computer programs forming part of the Chargifi Technology. 

5.9         Chargifi may ensure that all Chargifi Technology is de-installed on the termination of these terms of engagement. The parties agree to fully cooperate with one another in order to enable Chargifi to complete the de-installation in a safe and efficient manner.

6.           FEES AND EXPENSES

6.1         Chargifi shall not increase the Fees without the prior written consent of the Client (which shall not unreasonably or arbitrarily withheld or delayed). 

6.2         Any Fees payable by the Client will be invoiced by Chargifi at the end of each month during Term and be payable by the Client no later than 30 days from the date of the invoice.

6.3         If the Client fails to make payment of the Fees to Chargifi by the due date for payment, Chargifi may charge interest to the Client on the overdue amount at the rate of 15% per annum. This interest shall accrue on a daily basis from the due date up until the date of actual payment of the overdue amount, whether before or after judgment. The Client must pay the interest to Chargifi together with any overdue amount.

6.4         Any expenditure incurred by Chargifi on behalf of the Client that is not specified in the Purchase Order shall be invoiced at cost and be payable by the Client in accordance with this clause 6

6.5         All payments to be made to Chargifi under these terms of engagement must be made by the Client:

a.        in cleared funds;

b.        into the bank account nominated in writing by Chargifi; and

c.        free and clear of any restriction, condition, set-off, deduction or withholding (except as required by law).

7.           DATA PROTECTION

To the extent that the nature of the Chargifi Services requires Chargifi to process Personal Data on the Client's behalf, Chargifi agrees that it shall act as a processor of such Personal Data and shall:

a.        comply with, and only act on, instructions from and on behalf of the Client regarding the processing of that Personal Data;

b.        not process that Personal Data for any purposes other than to provide the Chargifi Services in accordance with these terms of engagement;

c.        ensure that appropriate measures are taken to avoid the unauthorised or unlawful processing of that Personal Data and the loss or destruction of, or damage to, that Personal Data;

d.        use reasonable endeavours to ensure the reliability of its Personnel who have, and will have, access to the Personal Data;

e.        not, by any act or omission, place the Client and/or any of its customers in breach of any applicable data protection law;

f.         inform the Client as soon as reasonably practicable of any suspected or confirmed data protection breaches or unauthorised or unlawful processing, loss, destruction of, or damage to, the Personal Data; and

g.        not subcontract to any third party any of Chargifi's obligations to process that Personal Data on behalf of the Client without the Client's prior written consent (which shall not be unreasonably or arbitrarily withheld or delayed).

8.           WARRANTIES

Chargifi warrants that:

a.        it has the necessary skills, qualifications, resources and all necessary consents and authority to provide the Chargifi Services;

b.        the Chargifi Services will be fit for the purpose provided to the Client; and

c.        as at the date that these terms of engagement became effective between the parties, there were no actions, suits or proceedings or regulatory investigations pending or, to the best of Chargifi's knowledge, threatened against or affecting Chargifi before any court or administrative body or arbitration tribunal that might affect Chargifi's ability to provide the Chargifi Services.

9.           INDEMNITY

9.1         The Client shall indemnify (and keep indemnified) Chargifi from and against any and 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 reasonable legal costs) suffered or incurred by Chargifi in connection with any breach by the Client of its obligations in these terms of engagement and for any damage caused by the Client, its Personnel or any of its customers to the Chargifi Technology.

9.2         This clause 9 shall survive the termination of these terms of engagement.

10.         LIMITATION OF LIABILITY

10.1       To the fullest extent permitted by law, Chargifi shall not under any circumstances be liable, whether in contract, tort (including for negligence), breach of statutory duty or otherwise for any loss of revenues, profit, loss of business or contract opportunities, depletion of goodwill, economic loss or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms of engagement.

10.2       Without prejudice to clause 10.1, Chargifi’s total aggregate liability to the Client in connection with these terms of engagement shall be limited to 100% of the total Fees paid by the Client during the 6 month period prior to the claim being made by the Client.

10.3       This clause 10 shall survive the termination of these terms of engagement.

11.         INTELLECTUAL PROPERTY

11.1       The Client acknowledges and agrees that all Intellectual Property Rights in or arising out of or in connection with the Chargifi Services and/or the Chargifi Technology (and any improvements to the same) shall be owned by Chargifi.

11.2       This clause 11 shall survive the termination of these terms of engagement.

12.         INSURANCE

Chargifi shall hold insurance cover to an appropriate value to cover the liability assumed by Chargifi under these terms of engagement, including employers liability and public liability insurance.  On the Client's written request, Chargifi will provide the Client with evidence of such insurances being held by Chargifi.

13.         TERMINATION

13.1       These terms of engagement may be terminated with immediate effect by the written agreement of both parties.

13.2       At any time after expiry of the Term, either party may terminate these terms of engagement on providing six months prior written notice to the other party.

13.3       Either party may terminate these terms of engagement with immediate effect, by giving written notice to the other party, if:

a.        the other party is in material breach of an obligation under these terms of engagement and, if the breach is capable of remedy, fails to remedy the breach within 15 Business Days of receipt of a notice by the non-breaching party requiring the breaching party to remedy the breach;

b.        a party becomes bankrupt or insolvent, has a receiver, administrator or liquidator appointed in relation to all or a material part of that party's assets or has an order made against it or a resolution passed for its liquidation or dissolution; or

c.        clause 15.2 applies as a result of a Force Majeure Event.

For the avoidance of doubt, a failure to pay any Fees or interest due and owing under clause 6 shall constitute a material breach of these terms of engagement by the Client.

13.4       Termination of these terms of engagement shall be without prejudice to the rights, remedies and duties of the parties arising prior to termination and any clauses which are expressed to survive termination.

13.5       On termination of this agreement (for whatever reason), the Client shall promptly pay to Chargifi all sums due and owing to Chargifi under these terms of engagement up until the date of termination (including any Fees and interest owing under clause 6).

14.         ANTI-BRIBERY AND CORRUPTION

14.1       The parties agree to ensure that, in relation to these terms of engagement and their general business practices, they will comply with all applicable anti-bribery and corruption laws.  In particular, neither party shall offer, promise or pay, or solicit or receive from any other person (including public and government officials) any financial or other advantage which causes or is intended to cause another person to improperly perform their function or activities in order to secure or retain a business advantage.

14.2       Each party shall, upon discovery, promptly notify the other of any breach or suspected breach of clause 14.1

15.         FORCE MAJEURE

15.1       Neither party shall be liable for any failure to carry out any of its duties under these terms of engagement to the extent that the failure is caused by a Force Majeure Event, provided that the party affected:

a.        on becoming aware of the Force Majeure Event, promptly notifies the unaffected party of the Force Majeure Event, giving details of it and a reasonable estimate of the period during which the Force Majeure Event shall continue;

b.        takes all necessary steps to prevent and avoid the Force Majeure Event;

c.        carries out its duties to the best level reasonably achievable in the circumstances of the Force Majeure Event;

d.        takes all necessary steps to overcome and mitigate the effects of a Force Majeure Event as soon as reasonably practicable; and

e.        tells the unaffected party when the Force Majeure Event has stopped. Neither party shall be responsible for any failure to carry out any of its duties under the Contract the extent that the failure is directly caused by a Force Majeure Event, provided that the party affectedNeither party shall be responsible for any failure to carry out any of its duties under the Contract the extent that the failure is directly caused by a Force Majeure Event, provided that the party affectedNeither party shall be responsible for any failure to carry out any of its duties under the Contract the extent that the failure is directly caused by a Force Majeure Event, provided that the party affected

15.2       If the Force Majeure Event continues for more than 90 days, either party shall have the right to immediately terminate these terms of engagement by giving written notice to the other party.

16.         CONFIDENTIALITY

16.1       Subject to clause 16.3, each party agrees to hold in strict confidence and not disclose to any third party any confidential information.

16.2       For the purposes of this clause 16, "confidential information" means:

a.        the provisions of these terms of engagement, but not (for the avoidance of doubt) the existence of terms of engagement;

b.        any financial or business information relating to the other party which a party may receive or obtain as a result of or in connection with these terms of engagement; and

c.        any other commercially sensitive information which is expressly designated as being confidential when it is disclosed by a party (or its Personnel).

16.3       The parties agree that disclosures of confidential information may be made:

a.        to a party's Personnel, advisors or holding company or subsidiaries on a need-to-know basis only and where such persons agree in writing to comply with the party's obligations of confidence under these terms of engagement;

b.        if required by law or any legislative or regulatory authority in any competent jurisdiction that has jurisdiction over the disclosing party; or

c.        if the information is in, or subsequently enters, the public domain otherwise than by breach of any duty of confidentiality under these terms of engagement.

17.         NOTICES

17.1       All notices and other communications to be given under these terms of engagement must be in writing and be addressed to the party to whom it is to be sent at the physical address, fax address or email address specified in the Statement of Work or from time to time designated by that party in writing to the other party.

17.2       Any notice or communication given under these terms of engagement shall be deemed to have been received:

a.        at the time of delivery, if delivered by hand;

b.        three Business Days after the date of mailing, if sent by ordinary post within the United States;

c.        10 Business Days after the date of mailing, if posted or delivered from overseas;

d.        if sent by fax, at the time of transmission specified in a transmission report from the sending machine which indicates that the fax was sent in its entirety to the fax number of the recipient; or

e.        if sent by email, on the date and time at which it enters the addressee's information system, as shown in a confirmation of delivery report from the sender's information system, which indicates that the email was sent to the email address of the addressee.

Any notice or communication received or deemed received after 5.00pm or on a day which is not a Business Day in the place to which it is delivered, posted or sent will be deemed not to have been received until the next Business Day in that place.

18.         GENERAL PROVISIONS

18.1       These terms of engagement, together with the Purchase Order, constitute the entire agreement and understanding of the parties relating to the matters dealt with in these terms of engagement and supersede and extinguish any previous agreement (whether oral or written) between the parties in relation to such matters.  Nothing in this clause 18.1 operates to limit or exclude any liability for fraud.

18.2       The parties each warrant and represent that they have full power and authority to enter into these terms of engagement and that entering into these terms of engagement does not constitute a breach of any law or obligation.

18.3       The Client will not assign or transfer or purport to assign or transfer any of its rights or obligations under these terms of engagement without the prior written consent of Chargifi (such consent shall not be unreasonably or arbitrarily withheld or delayed).

18.4       No party will be deemed to have waived any right under these terms of engagement unless the waiver is in writing and signed by that party. 

18.5       These terms of engagement may not be amended, modified or varied in any way unless such amendment, modification or variation is made by deed and signed by each party.

18.6       If any provision of this agreement is found by a court or other competent authority to be void or unenforceable, such provision will be deemed to be deleted from these terms of engagement and the remaining provisions of this agreement will continue in full force and effect.

18.7       Unless otherwise expressly provided in these terms of engagement, the rights and remedies set out in these terms of engagement are in addition to, and not in limitation of, any other rights and remedies under or relating to this agreement (whether at law or in equity), and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

18.8       These terms of engagement, and any claims arising out of or in connection with it or its subject matter or formation (including non-contractual claims), will be governed by and construed in accordance with the laws of the State of New York and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of New York for any matter arising under or relating to this agreement or its subject matter or formation or the relationships established by it (including non-contractual claims).