2.2. ChargeLab holds the exclusive right to decide whether a Candidate EVCS has passed or failed the test cases.
2.3. If a Candidate EVCS successfully completes all test cases, it achieves the status of Approved EVCS and gains eligibility for commercial deployment with ChargeLab's CSMS.
2.4. Each Testing Service listed in the Order Form constitutes a separate test and certification process. For example, a Candidate EVCS passing the Core Compatibility Testing does not suggest it has also passed other tests, such as Power Management Testing or CTEP Testing.
2.5. ChargeLab aims for first-attempt success in the EVCS approval during the integration testing process. However, ChargeLab offers a second round of testing as a courtesy to Partner or EVCS Manufacturer, if required. No credits, discounts, or refunds will be applied to the Integration Fees if the EVCS approval is secured after a single round of testing.
3. EVCS Product, Firmware, and Development
3.1. ChargeLab is not an EVCS manufacturer. Notwithstanding anything to the contrary set out herein, ChargeLab shall not be responsible or liable for the functionality of EVCS hardware, the maintenance of EVCS firmware, or troubleshooting issues related to EVCS hardware and firmware.
3.2. If ChargeLab identifies issues with EVCS hardware or firmware during the integration testing process, Partner or EVCS Manufacturer shall be solely responsible for remedying these issues before proceeding with another round of integration testing. ChargeLab does not have access to and will not make any modifications to Candidate EVCS’ hardware or firmware.
3.3. EVCS Manufacturer commits to offering support to both Partner and ChargeLab for the purposes of integration testing, without any additional charges. This support could include evaluating firmware logs, liaising with ChargeLab Integration Engineers, responding to technical inquiries, and making necessary revisions to the Candidate EVCS firmware.
3.4. The conclusion of the integration testing process and the subsequent approval from ChargeLab do not imply endorsement of any specific charger make, model, or brand.
4. EVCS Deployment
4.1. This Agreement only governs the integration testing process. An Approved EVCS that has successfully completed the integration test process will be eligible for commercial deployment with ChargeLab’s CSMS. However the terms and conditions of any commercial deployment will be governed by a separate agreement and not this Hardware Integration Agreement.
4.2. The integration testing process does not assure the performance of any EVCS upon commercial deployment. The testing and approval process only verify that a Candidate EVCS reacts as anticipated to ChargeLab's CSMS during a predefined set of test cases. Commercial deployment of EVCS could result in hardware or firmware behavior not assessed during ChargeLab's integration testing. Consequently, ChargeLab does not provide any warranty or guarantee for the performance of third-party EVCS subsequent to the integration testing process.
5. EVCS Sample
5.1. Should an On-Site Test be requested, Partner or EVCS Manufacturer will deliver an EVCS Sample to ChargeLab's Test Lab address, assuming the expense of the EVCS Sample, along with all related shipping and handling costs.
5.2. The ownership of the EVCS Sample remains with Partner or EVCS Manufacturer during its usage at ChargeLab's Test Lab.
5.3. Upon completion of the integration testing process, ChargeLab suggests that Partner or EVCS Manufacturer allow the EVCS Sample to remain at ChargeLab's Test Lab. This would facilitate troubleshooting of future commercial issues that may arise or testing of forthcoming firmware versions. If Partner or EVCS Manufacturer agrees to this, ChargeLab will cover all related storage costs.
5.4. Partner or EVCS Manufacturer has the right to request the return of the EVCS Sample at any given time. In this case, ChargeLab will assume the return shipping cost of the EVCS Sample up to a maximum of US $150 or CA $195, with any additional return shipping costs being borne by Partner or EVCS Manufacturer.
5.5. If at any point ChargeLab cannot continue to store an EVCS Sample and all integration testing is concluded, ChargeLab reserves the right to return the EVCS Sample to Partner or EVCS Manufacturer. In the event that Partner or EVCS Manufacturer cannot accept the returned unit, ChargeLab has the option to dispose of the unit.
6. ChargeLab Responsibilities
6.1. Upon conclusion of each integration test, irrespective of its outcome, ChargeLab shall provide a report detailing the performance of the Candidate EVCS against each test case.
6.2. In circumstances where the tests are unsuccessful, ChargeLab will supplement the report with recommendations, next steps, estimated costs, and a provisional timeline for potential retesting.
6.3. Following tests, Partner or EVCS Manufacturer may make reasonable requests for additional information. ChargeLab shall use reasonable effort to provide responses.
6.4. In the case of Expedited services, ChargeLab will begin testing within the timeline specified on Page 3 of this Order Form. If for any reason ChargeLab cannot meet the timeline commitments of Expedited testing services, they will refund Partner or EVCS Manufacturer for the cost difference between Expedited services and Standard services, while making commercially reasonable efforts to still prioritize the integration request.
7. Payment and Fees
7.1. ChargeLab bills Integration Fees for the testing of Candidate EVCS, as detailed throughout this Order Form.
7.2. Integration Fees are payable in full before the commencement of any integration testing. Integration Fees are non-refundable.
7.3. Depending on the options selected on Page 1 of this Order Form, Integration Fees will be billed to Partner, EVCS Manufacturer, or a combination of both.
7.4. Integration Fees are payable regardless of the testing outcomes. To avoid any misunderstanding, Integration Fees remain entirely due even if the Candidate EVCS fails to pass ChargeLab’s integration process after two 2 rounds of testing.
8. Term and Termination
8.1. This Agreement will come into effect upon signature by all Parties and will continue until the completion of testing services with all Candidate EVCS specified on Page 6.
8.2. This Agreement will automatically terminate if all Candidate EVCS pass ChargeLab’s integration testing process, thereby obtaining the Approved EVCS status.
8.3. If a Candidate EVCS fails an integration test after two 2 complete rounds of testing, Partner or EVCS Manufacturer may opt to continue testing for an additional cost as specified in this Order Form. If Partner or EVCS Manufacturer choose not to proceed with additional testing, the Agreement will terminate automatically subsequent to two 2 unsuccessful rounds of testing.
8.3. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
9. Warranty and Disclaimer
ChargeLab will use reasonable efforts consistent with prevailing industry standards providing the testing services in a manner which minimizes errors and interruptions in a professional and workmanlike manner. Testing services may be temporarily unavailable, either due to ChargeLab or due to third-party providers, or because of other causes beyond ChargeLab’s reasonable control, but ChargeLab will use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption.
CHARGELAB DOES NOT WARRANT THAT THE TESTING SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE TESTING SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE TESTING SERVICES ARE PROVIDED “AS IS” AND CHARGELAB DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
All Parties hereby agree to indemnify and hold harmless each other against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from this Agreement.
11. Limitations of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON ARISING FROM CHARGELAB’S NEGLIGENCE, CHARGELAB AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY A FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS OR LOST PROFITS; B FOR ANY INDIRECT, EXEMPLARY, PUNITIVE INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; C FOR ANY MATTER BEYOND CHARGELAB’S REASONABLE CONTROL; OR D FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID UNDER THIS AGREEMENT, IN EACH CASE, WHETHER OR NOT CHARGELAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Partner or EVCS Manufacturer except with ChargeLab’s prior written consent. ChargeLab may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Partner or EVCS Manufacturer do not have any authority of any kind to bind ChargeLab in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and legal fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement will be governed by the laws of New York without regard to its conflict of law provisions.