TERMS AND CONDITIONS FOR XOLTA SERVICESXOLTA A/S
Version 1.0 - Last updated December 2021

1.
Services in Scope
These Standard Terms and Conditions for XOLTA Services applies
to XOLTA's performance of the Services as further described inSchedule 1 (Quotation).
2.
Service Fee
The price and the associated payment plan, payable by Purchaser
to XOLTA for the Services ("Services Fee") is set out in Schedule
1 (Quotation). All prices are exclusive of VAT and other applicabletaxes which shall be paid by Purchaser.
3.
Payment terms
The Service Fee shall be made in advance to XOLTA, or XOLTA’srepresentative to the calendar year for which it is due.
4.
Price adjustments
XOLTA reserves the right to adjust pricing based on increases inthe Danish “nettoprisindeks” on an annual basis.
5.
Effect of Non-payment of the Service Fee
5.1.
If Purchaser does not pay to XOLTA the Service Fee,XOLTA is entitled to assert any remedy available to it under theseStandard Terms and Conditions and Danish law, including toimmediately cease delivery of the Services to the Purchaser without
any liability to the Purchaser.
5.2.
To resume XOLTA's delivery of Services, Purchaser
must pay to XOLTA all Service Fees which would have been due
to XOLTA in the period from Purchaser first defaulted on thepayments or terminated the Services and until Purchaser requests
XOLTA to resume provision of the Services as well as anadministrative fee of 500 DKK.
6.
On-line monitoring and technical support:
XOLTA provide remote system monitoring as set out in Schedule 1(Quotation). Deviations from specified thresholds or alarms triggers
remote diagnostics to prevent and predict potential battery failure.
7.
Notification of planned service or repair
Planned system interruptions due to service inspections ornecessary maintenance work shall be notified to the Purchaser viaemail [Purchaser email] at least 5 working days in advance of aplanned down time. The Purchaser shall confirm by email within 3
working days to support@xolta.com.
8
Access to site
All maintenance and repairs require unobstructed access to theserviced areas. This includes clear working areas and clear
passageways.
9.
No Warranty for Services
THE SERVICES ARE PROVIDED ON AN “AS-IS” BASISWITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLESTEXTENT PERMITTED UNDER APPLICABLE LAW, XOLTAEXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES,REPRESENTATIONS, CONDITIONS, AND GUARANTEES WITHRESPECT TO THE LI-CENSED SOTWARE AND THE
SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDINGWITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, AND FITNESS FOR A PARTICULARPURPOSE, TITLE, NON-INFRINGEMENT OR ERROR-FREEPERFORMANCE.
10.
Intellectual Property Rights
Nothing in these Standard Terms and Conditions shall constitute atransfer of title or ownership to any intellectual property rights fromXOLTA to Purchaser whatsoever. Purchaser acknowledges andagrees that all intellectual property rights in any work or tangible
item arising from or created, produced or developed by XOLTA
under or in the course of these Standard Terms and Conditions,
including without limitations all right title and interest in and tosoftware, firmware programming routines and all documents, data
drawings, specifications, articles sketches, reports, inventions,improvements, modifications, discoveries, tools, scripts and otheritems relating thereto shall immediately upon creation orperformance vest in and shall be and remain the sole and exclusive
property of XOLTA and Purchaser shall acquire no right title orinterest in or to the same.
11.

Limitation of Liability

XOLTA - Energy Storage Systems

XOLTA’s total and aggregate liability, whether based on tort,
contract or any other legal basis, arising from or related to theServices is limited to the annual Service Fee received by XOLTA
under the Standard Terms and Conditions for the year in which theclaim arose.
Neither XOLTA nor any of its employees or agents shall in any casebe liable for any special, incidental, consequential, indirect orpunitive damages even if advised of the possibility of thosedamages, including but not limited to: i) loss of actual or anticipatedprofit, revenue or business, ii) unrealized savings, iii) loss of use ofsoftware, iv) damage or corruption to or loss of data or programs
and any consequences of not having access to data and programs,v) the cost of recreating lost data, vi) the cost of any substituteequipment, vii) loss of goodwill and viii) loss or damage of businessinterruptions. However, the above-mentioned limitations do not
apply to the defaulting party if the default is due to gross negligenceor willful misconduct.
12.
Product Liability
If the Services supplied by XOLTA cause injury or damage toPurchaser or his belongings, or a third party or his belongings,
XOLTA shall compensate Purchaser for his loss subject to thelimitations specified in this Section 11.
Notwithstanding the above paragraph of this Section 11, XOLTA
cannot be held liable for damage caused to objects or property
intended for commercial use, nor can XOLTA under anycircumstances be held liable for any consequential loss, loss ofprofits or other indirect loss, as set out in Section 11 (Limitation ofLiability) above, suffered by Purchaser, or for punitive damages, asa result of the Services being defective. If Purchaser has
contributed to the damage through negligence or has failed to takereasonable precautions to limit the scope of damage, XOLTA may,
however, demand that Purchaser pays a proportion of thecompensation which is commensurate with his conduct. XOLTA
shall in no event be liable for any injury or damages which may beattributed to incorrect or unusual use of the Services by Purchaser
or any person for which Purchaser is responsible.
To the extent that XOLTA might incur product liability towards any
third party, Purchaser shall indemnify XOLTA as far as XOLTA’s
liability has been limited by the three preceding sub-paragraphsabove.
In the event of legal action being taken by a third party against
XOLTA or Purchaser with a claim for compensation based on therules governing product liability, regardless of the venue/jurisdiction
for such action, the internal relationship between XOLTA andPurchaser shall be settled exclusively pursuant to Section 22 fromthese Standard Terms and Conditions.
If a claim for damage, as described in this clause, is lodged by athird party against one of the parties, the latter party shall forthwith
inform the other party thereof. XOLTA and Purchaser
shall be mutually obliged to let themselves be summoned to thecourt examining claims for damages lodged against one of them on
the basis of damage allegedly caused by the goods.
13.
Force Majeure
XOLTA shall not be liable for failure or delay in performance of its
responsibilities hereunder when such failure or delay is caused bywars, riots, uprisings, general strikes or labor disturb-ances, fire,flooding, natural disasters, monetary restrictions, trade embargos,
transportation delays, interruption or breakdown in energy supplies,
shortage of transport, general shortage of materials, restrictions in
the use of power and defects, longer periods of disease with key
employees, Industrial disputes, force majeure with thesubcontractors or any other cause whether or not similar to thosespecified herein beyond the reasonable control of XOLTA.
14.
Purchaser data
Purchaser data stored via the Services is the property of Purchaser.
Upon request, Purchaser is entitled to: i) receive a copy of the data
in a readable standard industry format defined by XOLTA or ii)
delete the Purchaser's data.
XOLTA shall protect any Purchaser data, including personal data
and any data confidential in nature in accordance with section 15of these Standard Terms and Conditions.
15.
Personal Data
To the extent (if any) that either party receives or provides personaldata as this term is defined by GDPR in the course of performing or
receiving the Services, the parties agree that they will comply with1|P a g e

TERMS AND CONDITIONS FOR XOLTA SERVICESXOLTA A/S
Version 1.0 - Last updated December 2021

the data privacy laws applicable to its provision or receipt of such
personal data. The party providing such personal data is
responsible for providing, obtaining and maintaining any notices,
consents or approvals necessary to make such information
available to the other party.
The parties agree that no processing of personal data shall be
initiated by these Standard Terms and Conditions. Neither party
shall be considered a data processor in respect of personal data
held by the other party and no party may instruct the other party
how or to what end said other party shall processes its personal
data. Should this change, the parties agree to enter into necessary
data processing agreements as mandated by applicable dataprotection laws.
Purchaser represents and warrants to XOLTA that all personal data
introduced by Purchaser from time to time was or will be (asappropriate) collected and processed by or on behalf of Purchaser
in accordance with the requirements of the data protection laws,
and that Purchas-er will not be in breach of the data protection laws
in providing any information to XOLTA.
Purchaser shall indemnify and hold XOLTA harmless against any
loss, damage, or expense (including reasonable legal costs) which
XOLTA incurs or becomes liable for as a result of a breach by
Purchaser of the warranty set forth above.
XOLTA's privacy policy may be accessed at www.xolta.com
16.
Confidentiality
Purchaser must hold in strict confidence and must not disclose any
information related to XOLTA (and its affiliates), the Products or theServices which is disclosed to Purchaser by or on behalf of XOLTAor which is otherwise acquired by Purchaser directly or indirectlyfrom XOLTA or which otherwise comes to the knowledge ofPurchaser, whether the information is in oral, visual or written formor is recorded in any other medium ("Confidential Information") toany person, except where Purchaser has received the prior writtenconsent of XOLTA. The Purchaser shall use the same degree ofcare and supply equivalent measures to the ConfidentialInformation disclosed to it by XOLTA as it would use or apply withrespect to its own Confidential Information.
The provisions of the foregoing paragraphs do not apply to thefollowing Confidential Information: i) information after it becomesgenerally available to the public other than because of a breach ofthese Standard Terms and Conditions; ii) the disclosure of
information in order to comply with any applicable law or legallybinding order of any court, Governmental Agency, or administrative
or judicial body; or iii) the use or disclosure of information after
Purchaser has received or receives it from a third person legally
entitled to possess the information and provide it to Purchaser, if
the use or disclosure accords with the rights or permission lawfully
granted to Purchaser by that third person.
Discussions of the a Party's products, services, policies andpersonnel with third parties shall be restricted to informationcommonly available to the general public in form of printed
literature, or which is made available to the other by the disclosing
party in written or oral connect, which consent shall indicate therestrictions to be made on subsequent disclosure(s), if any.
Proprietary information of a Party shall only be disclosed to persons
within the other Party having a specific need to attain access tosuch information for the purpose of the Standard Terms andConditions between XOLTA and Purchaser.
17.
Insolvency of the Purchaser
If (i) Purchaser suspends its payment (in Danish"betalingsstandsning"), makes any compensation or arrangementwith its creditors (in Danish "tvangs- eller frivillig akkord"), enters
into bankruptcy proceedings (in Danish "konkurs") or undergoes
any analogous act or proceeding under applicable foreign law, thenwithout prejudice to any other right or remedy available to XOLTA,XOLTA may treat any Standard Terms and Conditions or ordermade as repudiated any liability towards Purchaser.

Terms and Conditions and such breach is not remedied within 30
days after the receipt of a written notice hereof, or if the breach is
not curable, the non-breaching Party shall without further notice, beentitled to terminate the Standard Terms and Conditions withimmediate effect. A material failure of the Services shall only entitle
Purchaser to terminate the Services, i.e. there shall be no crossdefault granting Purchaser a right to terminate the purchase of theProducts or any other Standard Terms and Conditions, service
order or similar in effect between the Parties.
18.3. In case of termination of these Standard Terms andConditions, irrespective of the reason therefor, and if any suchmaterial related to the Services is available to Purchaser, thePurchaser shall immediately cease any use of such material andreturn it to XOLTA, including documentation and any copies of thedocumentation. In case of termination due to Purchaser's materialdefault, Purchaser shall not be entitled to receive repayment of anyof the payments made under the Standard Terms and Conditions.
19.
Export Control
In recognition of U.S. and local (in particular Danish) export control
laws, Purchaser hereby agrees that any export license or otherdocumentation will be obtained prior to exportation of any productor technical data acquired by the Purchaser from XOLTA.
Accordingly Purchaser shall not sell, export, re-export, transfer,divert or otherwise not to dispose of any such product or technicaldata directly or indirectly to any person or firm or country, orcountries, in violation of the laws or regulations of the United States
or local laws (in particular Danish laws). Furthermore, Purchaser
agrees to notify any person obtaining such products or technicaldata from XOLTA of the need to comply with such laws andregulations. Purchaser agrees to, at its own expense, secure suchlicenses and export and import documents as are necessary to buy
and resell the products. In case an export license is refused,
Purchaser shall not be entitled to return products or technical dataor ask for compensation.
20.
Severability
If any provisions in these Standard Terms and Conditions to anyextent, be invalid or unenforceable, the remainder of the provisions
in this Standard Terms and Conditions shall not be affected thereby
and each other provision of Standard Terms and Conditions shallbe enforced to the fullest extent permitted by law.
21Assignment
XOLTA reserves the right to transfer its rights and obligations under
this Standard Terms and Conditions to another party, provided that:i) such party is controlling, controlled by, or under common control
with XOLTA; or ii) transfer is made to a third party in connection
with a bona fide transfer of all or a separate part of XOLTA’sbusiness.
Purchaser shall not be entitled to assign any rights or obligations
under this Standard Terms and Conditions.
22.
Jurisdiction and Law Applicable
The validity, interpretation, construction and performance of theseStandard Terms and Conditions shall be governed by the laws ofDenmark, with the exclusion of the Convention on Contracts for theInternation-al Sale of Goods (CISG).
Any disputes, controversies arising out or in connection with theseStandard Terms and Conditions, including any question regarding
the understanding of or the extent or scope of these Standard
Terms and Conditions, which cannot be settled amicably between
the parties shall be settled by the Court of Hillerød.

18.
Term and Termination of the Services
18.1 The term of the service will commence at the delivery date of
the Products and continue in effect for 120 months ("ServicePeriod"). The parties can agree to extend the Standard Terms andConditions by the end of the Service Period. Any extension oralteration of these Standard Terms and Conditions shall bemutually agreed in writing.
18.2. Either Party may terminate for cause if the other Party is inmaterial breach of any of its obligations under these Standard

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