Terms and Conditions

1.1These Terms and Conditions (“Terms”) govern (a) your use of urjza.com and any subdomain including dashboard.urjza.com (together, the “Website”), and (b) the supply by Urjza of maintenance, monitoring, reporting and related services (the “Services”).

1.2“Urjza”, “we”, “us” and “our” mean Adiray Global Trade Private Limited, a company incorporated in India with registered office in Bengaluru, Karnataka.

1.3“Customer”, “you” and “your” mean the person or entity using the Website or receiving the Services.

1.4By using the Website, or by signing a Service Order, you accept these Terms.

2.1Where Urjza and the Customer sign a service order, quotation, statement of work or contract (a “Service Order”), the agreement between the parties consists of: the Service Order; any annexures to it including the fleet schedule and rate card; and these Terms.

2.2In the event of conflict, the Service Order prevails over these Terms, and an annexure prevails over these Terms but not over the body of the Service Order.

2.3Audit and verification engagements for government bodies, nodal agencies, lenders and other funders are governed by a separate statement of work and are not covered by Part C of these Terms.

“AMC” means the Charger Care annual maintenance contract described in Part C.

“Charger” means an electric vehicle supply equipment unit listed in the Fleet Schedule.

“Contract Year” means each twelve-month period from the Service Commencement Date.

“CMS” or “CSMS” means the charging station management system operated by or for the Customer.

“Detection” means the point at which Urjza’s systems record a Qualifying Fault, or the point at which the Customer reports a Qualifying Fault to the notified escalation channel, whichever is earlier.

“Fleet Schedule” means the annexure listing each Charger covered by the AMC, its make, model, power rating, category and site location.

“Qualifying Fault” means a fault that renders a Charger unable to complete a charging session, and which is not an Excluded Event under clause 14.

“Resolution” means the Charger is restored to a state in which it can complete a charging session, or, where restoration requires a spare part or third-party action outside Urjza’s control, the point at which Urjza has diagnosed the fault, notified the Customer and issued a quotation or recommendation for the required part or action.

“Service Commencement Date” means the date stated in the Service Order, or if none is stated, the date on which the Onboarding Inspection under clause 11 is completed.

“Site” means the physical location at which a Charger is installed.

4.1The Website and its content are provided for information. Nothing on the Website is an offer capable of acceptance, and pricing published on the Website is indicative and subject to the Service Order.

4.2You must not use the Website to: attempt unauthorised access to any system; probe, scan or test the vulnerability of any Urjza system without our prior written consent; introduce malicious code; scrape or systematically extract content; or misrepresent your affiliation with any person or entity.

4.3We may modify, suspend or withdraw any part of the Website at any time without notice.

5.1Where the Customer subscribes to the operations dashboard, Urjza grants a non-exclusive, non-transferable, revocable right for the Customer’s named users to access it for the Customer’s internal business purposes during the subscription term.

5.2The Customer is responsible for the security of its account credentials and for all activity conducted under them. Credentials must not be shared outside the Customer’s organisation.

5.3The dashboard is provided on a commercially reasonable availability basis. Urjza does not commit to an uptime percentage for the dashboard itself, and dashboard unavailability does not extend or suspend the maintenance obligations in Part C.

5.4Urjza may carry out scheduled maintenance on the dashboard with reasonable notice, and emergency maintenance without notice.

6.1Demonstration environments, sample data and trial access are provided as-is, without warranty, and may be withdrawn at any time.

6.2Pilots are chargeable unless the Service Order expressly states otherwise. A pilot does not create an obligation on either party to enter into a full engagement.

7.1Urjza owns and retains all intellectual property rights in the Website, the dashboard, all detection and analytics logic, all reports and report templates, and all documentation.

7.2The Customer owns and retains all rights in its own operational data, charger logs, transaction records and customer data.

7.3Urjza may use aggregated and de-identified data derived from the Services to operate, maintain and improve the Services, provided that such data cannot reasonably be used to identify the Customer, any Site, or any individual.

7.4The Customer grants Urjza the limited right to use its name and logo to identify it as a customer. The Customer may withdraw this right by written notice.

8.1Subject to payment and to the exclusions in clause 14, Urjza will for each Charger in the Fleet Schedule:

• monitor for Qualifying Faults on a continuous basis;
• notify the Customer’s nominated contact on Detection of a Qualifying Fault;
• arrange and manage corrective attendance to achieve Resolution within the SLA in clause 13;
• carry out preventive maintenance twice per Contract Year at no additional charge; and
• maintain a service record for each Charger, available to the Customer on request.

8.2The AMC is non-comprehensive. Spare parts, consumables and on-site corrective visit labour are charged separately in accordance with clauses 15 and 16.

8.3Urjza is vendor-neutral. It manufactures no charging hardware and operates no CMS. Coverage is not limited by charger make or model, subject to clause 14.7.

8.4There is no minimum fleet size for the AMC.

9.1Urjza may perform any part of the Services through subcontractors, agents or third-party service providers of its choosing.

9.2Urjza remains responsible to the Customer for the performance of the Services and for the acts and omissions of its subcontractors as if they were its own.

9.3The Customer has no right to direct, approve or be informed of Urjza’s choice of subcontractor, and Urjza’s delivery methods are its confidential information.

10.1The Customer authorises Urjza to dispatch personnel to any Site on Detection of a Qualifying Fault, without seeking case-by-case approval. This authorisation is a condition of the SLA in clause 13.

10.2The Customer will procure any Site access permissions, gate passes, landlord consents or host-site clearances required for that authorisation to be exercisable, and will keep them current.

10.3The Customer may withdraw or restrict standing dispatch authorisation for a Site by written notice. The SLA does not apply to Chargers at that Site while the restriction is in force.

10.4Standing dispatch authorisation does not extend to work that requires expenditure on spare parts above the threshold in clause 15.3, which requires separate approval.

11.1The AMC begins with a joint inspection of the fleet by Urjza and the Customer (the “Onboarding Inspection”).

11.2Faults, defects, damage or non-compliance identified at the Onboarding Inspection are pre-existing conditions. They are not covered by the AMC and will be quoted separately.

11.3A Charger with an unresolved pre-existing fault remains in the Fleet Schedule and remains chargeable, but the SLA does not apply to it until that fault is remedied.

11.4The Customer will provide, before the Service Commencement Date: the Fleet Schedule; OCPP connectivity or CMS access sufficient for monitoring; Site addresses and access arrangements; and a nominated escalation contact with authority to approve expenditure.

12.1The Customer will:

• maintain network connectivity at each Site sufficient for the Charger to communicate;
• maintain a safe working environment at each Site and comply with applicable electrical safety and workplace law;
• not permit any third party other than the original equipment manufacturer under warranty to open, repair or modify a Charger without notifying Urjza;
• respond to quotations and approval requests within three business days;
• keep the Fleet Schedule accurate and notify Urjza in writing of Chargers added, removed, relocated or decommissioned; and
• not represent Urjza’s monitoring or reports as certification, accreditation or regulatory approval.

12.2Where the Customer’s failure to meet an obligation in this clause prevents or delays Resolution, the SLA clock is suspended for the duration of that failure.

13.1Resolution SLA: 48 hours from Detection, subject to clause 13.3 and clause 14.

13.2The SLA clock runs continuously from Detection, including outside business hours.

13.3The SLA clock is suspended while any of the following applies: Site access is unavailable; grid supply to the Site is unavailable; the Customer has not given an approval required under clause 15.3; a spare part is on order and the delay is attributable to third-party lead time; or an Excluded Event under clause 14 is in effect.

13.4Service credits. Where Urjza fails to achieve Resolution within the SLA, the Customer is entitled to a credit of 2% of that Charger’s annual AMC fee for each completed 24-hour block of delay beyond the SLA.

13.5Service credits are capped at 20% of that Charger’s annual AMC fee per incident and 30% of that Charger’s annual AMC fee per Contract Year.

13.6Service credits are applied against the next renewal invoice or, where the AMC is not renewed, refunded within 30 days of the end of the Contract Year.

13.7The Customer must claim service credits in writing within 30 days of the incident. Service credits are the Customer’s sole and exclusive remedy for failure to meet the SLA.

14.1The AMC does not cover, and the SLA does not apply to, faults or downtime arising from:

• grid supply failure, DISCOM outage, voltage irregularity, or any upstream electrical infrastructure not forming part of the Charger;
• failure or unavailability of network connectivity, SIM, backhaul or the Customer’s CMS;
• vandalism, theft, arson, accidental impact, or damage caused by a vehicle or third party;
• flood, fire, lightning, pest damage or other environmental cause;
• misuse, operation outside manufacturer specification, or use of non-approved accessories;
• civil works, foundations, cabling external to the Charger, signage, canopies or Site infrastructure;
• repair, modification or firmware change carried out by any party other than Urjza or the manufacturer under warranty;
• software or firmware defects in the Charger or CMS attributable to the manufacturer or CMS vendor; or
• pre-existing conditions under clause 11.2.

14.2A Charger that is decommissioned, disconnected, relocated without notice, or physically inaccessible is excluded from the SLA until the Customer confirms it is back in service.

14.3Urjza will, at the Customer’s request and at the Customer’s cost, attend to an excluded fault on a time-and-materials basis.

14.4Urjza does not undertake to interface with, obtain warranty service from, or resolve disputes with charger manufacturers or CMS vendors on the Customer’s behalf, unless expressly agreed in the Service Order.

14.5Urjza does not guarantee charger utilisation, revenue, session volume or any commercial outcome.

14.6Urjza does not provide electrical certification, statutory inspection, or regulatory approval of any kind.

14.7Urjza may decline to cover a Charger which is obsolete, unsupported by its manufacturer, unsafe, or for which spare parts are not commercially obtainable. Urjza will notify the Customer and remove that Charger from the Fleet Schedule with a pro-rata fee adjustment.

15.1Spare parts and consumables are not included in the AMC and are billed separately at cost plus applicable taxes.

15.2AMC customers receive a 15% discount on the spare parts bill.

15.3Urjza will obtain the Customer’s written approval before incurring spare parts expenditure exceeding the threshold stated in the Service Order, or, if no threshold is stated, exceeding ₹5,000 per incident.

15.4Risk in a spare part passes to the Customer on installation. Title passes on payment in full.

15.5Spare parts carry only the manufacturer’s warranty, which Urjza will pass through where it is legally able to do so. Urjza gives no independent warranty on parts it did not manufacture.

16.1On-site corrective visit labour is billed per visit, in addition to the AMC fee. Standard rates are:

16.2The first 10 corrective visits per contract are billed at 50% of the standard rate. Visits 11 and above are billed at 90% of the standard rate.

16.3The Customer may purchase a further block of 10 visits at the 50% rate for ₹5,000 at any time during the Contract Year.

16.4Preventive maintenance visits under clause 8.1(d) are not counted against the discounted visit block.

16.5A visit is chargeable where Urjza attends the Site, including where the fault is found to be an Excluded Event or where no fault is found, provided attendance followed a Detection or a Customer report.

16.6Travel beyond the radius stated in the Service Order, and attendance at Sites in locations requiring overnight travel, may attract additional charges notified in advance.

17.1The annual AMC fee is calculated per Charger by category, in accordance with the rate card in the Service Order.

17.2The annual AMC fee is payable in full, in advance, for the Contract Year.

17.3Add-on subscriptions are invoiced monthly in advance:

• Operations dashboard: per charger per month, subject to the monthly minimum stated in the Service Order;
• Monthly infrastructure report: at the monthly rate stated in the Service Order. Historical data available through the report is limited to the preceding three months.

17.4Spare parts and corrective visit labour are invoiced monthly in arrears.

17.5All fees are exclusive of GST and any other applicable tax, duty or levy, which the Customer will pay in addition.

17.6Invoices are payable within 15 days of the invoice date. Overdue amounts attract interest at 1.5% per month or the maximum permitted by law, whichever is lower.

17.7The Customer may not withhold or set off any amount except a service credit validly claimed under clause 13.

17.8Where the Customer adds Chargers mid-term, they are billed pro-rata for the remainder of the Contract Year. Chargers removed mid-term do not attract a refund unless clause 14.7 applies.

17.9Urjza may revise the rate card on renewal by written notice at least 30 days before the end of the Contract Year.

18.1Urjza may suspend the Services, including monitoring, dispatch and dashboard access, where an invoice is more than 30 days overdue, on 7 days’ written notice.

18.2The SLA does not apply during any period of suspension, and the AMC fee continues to accrue.

19.1The AMC runs for one Contract Year from the Service Commencement Date and renews for successive Contract Years unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Contract Year.

19.2Either party may terminate immediately on written notice if the other commits a material breach and fails to remedy it within 30 days of notice, or becomes insolvent, enters liquidation, or has a receiver or administrator appointed.

19.3The Customer may terminate for convenience on 60 days’ written notice. Prepaid AMC fees are non-refundable on termination for convenience, save that Urjza will refund a pro-rata share where it terminates for convenience or where the Customer terminates for Urjza’s material breach.

19.4On termination or expiry, Urjza will within 30 days cease processing Customer data, cease using the Customer’s API credentials and confirm to the Customer that its access to the Customer’s systems has been terminated, and on written request provide the Customer with an export of its service records in a commonly used format.

19.5Clauses 7, 20, 21, 22, 23, 24, 25 and 26 survive termination.

20.1Urjza accesses Customer charging data through read-only API credentials the Customer provides for its own charge point management system. Urjza deploys no software within the Customer’s network.

20.2Access is limited to charging protocol logs, diagnostic data and session metadata required to detect faults and report on availability. Urjza does not request or require payment card data or end-customer personal data, and access is read-only — Urjza has no ability to control, configure or command a Charger through this access.

20.3The Customer may revoke the API credentials at any time. On revocation, Urjza’s access ends immediately and Urjza’s obligations that depend on that data feed are suspended for the duration.

20.4Data in transit is encrypted using TLS. Urjza stores charging data only for as long as needed to provide the Services and to produce reports under the Service Order.

20.5Where Urjza processes personal data on the Customer’s behalf, the Customer is the data fiduciary and Urjza is the data processor within the meaning of the Digital Personal Data Protection Act, 2023. Urjza will process such data only on the Customer’s documented instructions, apply reasonable security safeguards, and notify the Customer without undue delay on becoming aware of a personal data breach affecting it.

20.6The Customer warrants that it has a lawful basis for any personal data it makes available to Urjza and that it has given any notices required of it.

20.7Urjza may engage sub-processors and will maintain a current list available to the Customer on request.

21.1Each party will keep the other’s confidential information confidential, use it only for the purposes of the agreement, and disclose it only to personnel and subcontractors who need it and are bound by equivalent obligations.

21.2This does not apply to information that is public through no breach, independently developed, lawfully received from a third party, or required to be disclosed by law or a regulator, provided that reasonable notice of a compelled disclosure is given where lawful.

21.3Urjza’s service delivery methods, detection logic, subcontracting arrangements and pricing structure are its confidential information.

22.1Each party warrants that it has the authority to enter into the agreement.

22.2Urjza warrants that it will perform the Services with reasonable care and skill, using appropriately competent personnel.

22.3Except as expressly stated in these Terms, the Services and the Website are provided without warranty of any kind, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, or uninterrupted or error-free operation.

22.4Monitoring depends on data received from Chargers and from the Customer’s CMS. Urjza does not warrant that every fault will be detected, that detection will be instantaneous, or that data supplied by third-party systems is accurate or complete.

23.1Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

23.2Subject to clause 23.1, neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, charging revenue, or loss or corruption of data, however arising.

23.3Subject to clause 23.1, Urjza’s total aggregate liability arising out of or in connection with the agreement, whether in contract, tort, negligence, statute or otherwise, is limited to the total fees paid by the Customer to Urjza in the twelve months immediately preceding the event giving rise to the claim.

23.4Urjza is not liable for loss arising from the Customer’s reliance on monitoring data or reports as a substitute for its own statutory, safety or regulatory obligations.

23.5The Customer acknowledges that the fees reflect the allocation of risk in this clause.

24.1The Customer will indemnify Urjza against claims, losses and costs arising from: the Customer’s breach of clause 12; personal injury or property damage at a Site caused by the Customer’s act or omission; third-party claims relating to the Customer’s use of monitoring data or reports; and claims that data supplied by the Customer to Urjza infringed a third party’s rights or was supplied without a lawful basis.

25.1Neither party is liable for failure or delay caused by an event beyond its reasonable control, including act of God, flood, fire, earthquake, epidemic, war, terrorism, civil unrest, strike, government action, grid failure, or failure of public telecommunications networks.

25.2The SLA does not apply during a force majeure event. If the event continues for more than 60 days, either party may terminate the affected Services on written notice.

26.1These Terms and the agreement are governed by the laws of India.

26.2The parties will first attempt to resolve any dispute by good-faith discussion between senior representatives within 30 days of written notice of the dispute.

26.3Failing resolution, the dispute will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration is Bengaluru, Karnataka. The language is English.

26.4Subject to clause 26.3, the courts at Bengaluru, Karnataka have exclusive jurisdiction.

27.1Assignment. Neither party may assign the agreement without the other’s written consent, except to a successor of substantially the whole of its business.

27.2Notices. Notices must be in writing and sent to the addresses in the Service Order, or to partnership@urjza.com for Urjza. Email notice is valid.

27.3Entire agreement. The Service Order and these Terms are the entire agreement and supersede prior discussions, proposals and representations.

27.4Variation. Urjza may amend these Terms by publishing an updated version on the Website. Amendments take effect for existing Customers on the next renewal, except where required by law.

27.5Severability. If any provision is held unenforceable, the remainder continues in effect.

27.6No waiver. Failure to enforce a provision is not a waiver of it.

27.7No partnership. Nothing creates a partnership, joint venture, agency or employment relationship.

27.8No third-party rights. No person other than the parties may enforce these Terms.