Terms and Conditions of Use

Advertiser or Brand Advertiser

a person or organization purchasing or placing advertising content on SupaChaja-managed digital advertising screens.

Charging Station

an EV charging location containing one or more EV charging points.

Charging Session

the period during which an authorized vehicle receives or attempts to receive electricity through a charging point.

CPO or Operator

a person or organization that owns, manages or operates one or more charging stations connected to the Platform.

Digital RFID

the unique digital vehicle identity assigned by SupaChaja to a registered vehicle for authentication, access control and billing without requiring a physical RFID card.

Driver

an individual accessing charging services through the Platform.

Environmental Attributes

any emissions reductions, avoided emissions, carbon credits, greenhouse-gas reductions, renewable-energy claims, certificates or other environmental benefits capable of being quantified, registered, transferred or monetized under an applicable standard or law.

EV

an electric vehicle or plug-in vehicle capable of receiving electricity from an external charging source.

Fleet Manager

an organization or authorized person administering vehicles, drivers, charging permissions and billing through a fleet account.

Platform

SupaChaja's CPMS/CSMS, mobile app, QR web app, USSD service, Digital RFID system, advertising-management system, websites, APIs and related software services.

Site Host

the owner, tenant or authorized occupier of premises at which a charging station or advertising-enabled charging station is installed.

You must be at least 18 years old and legally capable of entering into a binding agreement to create an account or enter into a paid transaction through the Platform.

Organizations using the Platform represent that the individual accepting these Terms has authority to bind that organization.

Electronic acceptance, including clicking an acceptance button or completing an online transaction, may constitute acceptance subject to applicable law. However, SupaChaja will not rely on silence, inactivity, continued use or merely initiating a Charging Session as acceptance of the Carbon Ownership Rights transfer in Section 5. That transfer requires the separate affirmative electronic action specified in Section 5.

Before completing a transaction, users should be provided with material information such as the service selected, applicable tariff or fee, payment amount and other material terms. Consumer-facing electronic contracting processes should also provide an opportunity to identify and correct errors before final submission, consistent with applicable Kenyan consumer law.

SupaChaja operates an integrated electric-mobility platform connecting Drivers, EVs, CPOs, Fleet Managers, charging stations, payment providers, Site Hosts and Advertisers.

Depending on the charging station:

• SupaChaja may own or directly operate the station;
• a third-party CPO may own or operate the station through SupaChaja's Platform; or
• the station may form part of a private or fleet charging network.

Where a third-party CPO operates a station, SupaChaja may provide software, payment orchestration, driver access and reporting services while the CPO remains responsible for matters allocated to it under its commercial agreement, including relevant hardware operation, maintenance and site management.

Station information, tariffs, operating hours, connector availability and amenities may change. SupaChaja will take reasonable steps to maintain accurate information but does not guarantee that every listed charger will be available at every moment.

Drivers must use the Platform, charging equipment and charging locations responsibly and safely. Drivers agree to:

• provide accurate account, contact, payment and vehicle information;
• keep account credentials, verification codes and PINs confidential;
• select a connector compatible with the vehicle before connecting;
• verify the charger ID before initiating a session;
• use only compatible charging connectors and approved adaptors;
• follow vehicle-manufacturer, charger-manufacturer and SupaChaja safety instructions;
• inspect charging equipment for obvious damage before use;
• not use damaged, submerged, vandalized or visibly unsafe equipment;
• not interfere with, dismantle, bypass or modify charging equipment;
• not attempt to bypass payment, authentication, access controls or session limits;
• move the vehicle reasonably promptly after charging is complete where required;
• comply with parking, property and Site Host rules;
• immediately report unsafe equipment, charging faults or suspected unauthorized use; and
• comply with applicable laws and regulations.

Drivers are responsible for confirming that their EV is technically compatible with the selected charger and connector.

Adaptors:

Where an adaptor is required, the Driver must ensure that the adaptor is specifically compatible with the vehicle, charger, voltage, current and communications protocol.

Cross-standard DC adaptors may require active protocol conversion. SupaChaja does not warrant the compatibility of an unapproved third-party adaptor merely because its physical connectors fit.

Use of an incompatible or unauthorized adaptor is at the Driver's risk to the extent permitted by law.

Purpose and methodology alignment

This Section records the transfer of Carbon Ownership Rights from a Driver to SupaChaja Limited as the Program Participant. It is intended to support the proof-of-ownership requirements in Verra's VCS Methodology VM0038 Electric Vehicle Charging Systems, version 1.1, including Section 4(4), which recognizes contractual agreements, terms of service and disclosure of credit ownership to EV drivers in open charging networks as examples of ownership evidence.

For purposes of this Section, "Carbon Ownership Rights" means all rights, title and interest in any carbon credits, greenhouse-gas emission reductions, avoided emissions, Environmental Attributes or similar benefits, whether present or future, arising from or associated with electricity supplied during an eligible Charging Session, including any related right to claim, develop, aggregate, validate, verify, register, issue, transfer, sell, retire, cancel or monetize those benefits under an applicable carbon-credit program, methodology, standard or law.

Express transfer and assignment

By expressly accepting these Terms through the affirmative electronic acceptance process described below, the Driver hereby irrevocably transfers, assigns and conveys to SupaChaja Limited all rights, title and interest in the Carbon Ownership Rights arising from or associated with electricity supplied during each eligible Charging Session that: (a) occurs after the recorded date and time of the Driver's acceptance; (b) is initiated or managed through the Platform; and (c) uses a Charging Station identified by SupaChaja as participating in the applicable carbon-credit program.

This transfer is made without compensation to the Driver, is exclusive, irrevocable and royalty-free, and vests exclusive ownership of the transferred Carbon Ownership Rights in SupaChaja for participation in carbon-credit programs and related sustainability initiatives. The Driver acknowledges that payment for electricity or charging services does not confer ownership of those rights or an entitlement to proceeds from them unless SupaChaja expressly agrees otherwise in a separate written agreement.

The Driver further agrees that:

• the Driver will not sell, assign, transfer, retire, cancel, claim or otherwise deal with the same Carbon Ownership Rights, or authorize another person to do so, in a manner that could cause double issuance, double claiming or double counting;
• SupaChaja may aggregate eligible Charging Sessions and may assign or transfer the Carbon Ownership Rights to the relevant project proponent, coordinating and managing entity, registry account holder, buyer or other authorized program counterparty as required to establish and maintain the carbon-credit chain of title;
• the assignment applies only to eligible Charging Sessions occurring after acceptance of the applicable version of these Terms and does not operate retrospectively; and
• if the transfer language, participating legal entity, affected Charging Stations, compensation position or other material scope changes, SupaChaja will present the revised provision and obtain a new affirmative acceptance before relying on it for later Charging Sessions.

Electronic presentation and affirmative acceptance

Before a Driver may initiate an eligible Charging Session, SupaChaja will present this Section in full or present a clear and prominent summary with an accessible link to the complete Terms. The Platform will identify the Terms version and provide the Driver a reasonable opportunity to read, access and retain the Terms for subsequent reference.

A valid Method 3 acceptance requires:

• a deliberate affirmative action, such as selecting a checkbox that is unchecked by default and then selecting "Accept and Continue," or selecting an equivalent clearly labelled "I Agree" action;
• for a USSD implementation approved in writing by the applicable carbon-program administrator and SupaChaja's legal or compliance function, a separate final numbered response expressly stating "I AGREE AND CONTINUE" after the carbon-right notice and access to the full Terms have been provided;
• successful authentication or verified account linkage sufficient to associate the acceptance with one unique SupaChaja Driver user ID; and
• completion and storage of the acceptance record before the eligible Charging Session is authorized or begins.

A pre-selected checkbox, silence, inactivity, timeout, merely opening or navigating the Platform, requesting a copy of the Terms, selecting an earlier menu option or initiating a Charging Session without the required affirmative acceptance will not constitute Method 3 acceptance. A Driver who declines may be prevented from starting a session on a participating Charging Station, but may continue to access non-charging information where available.

Electronic acceptance record and audit evidence

To evidence the Driver's electronic acceptance and preserve a reliable electronic record, SupaChaja will maintain an auditable acceptance ledger that records, at a minimum:

• a server-generated acceptance or consent-event identifier;
• the Driver's unique SupaChaja user ID;
• the server-generated date and time of acceptance in Coordinated Universal Time (UTC);
• the Terms version, Carbon Ownership Rights clause version and cryptographic hash or equivalent integrity reference for the exact accepted text;
• the acceptance channel and affirmative method used, such as Mobile App clickwrap, QR Web App clickwrap or approved USSD numbered acceptance; and
• the related authenticated session or request identifier and, where lawfully collected and proportionate, supporting IP address, device, browser, mobile-network or gateway evidence.

The acceptance record will be maintained in a form capable of being retained, accurately reproduced and made available for subsequent reference. SupaChaja may issue an electronic receipt or make the acceptance record available through the Platform. Acceptance records, the corresponding Terms artifacts and Charging Session links will be retained for at least seven years, or longer where reasonably necessary for validation, verification, audit, dispute resolution or a legal obligation, under an approved retention schedule.

Personal data and privacy safeguards

The transfer of Carbon Ownership Rights does not transfer ownership of the Driver's personal data. SupaChaja will process personal data used to present, record, verify and audit acceptance, calculate environmental benefits, prevent duplicate claims and administer the carbon-credit program in accordance with the Kenya Data Protection Act, 2019, these Terms and the SupaChaja Privacy Policy.

SupaChaja will identify and document an applicable lawful basis for that processing, including performance of these Terms, compliance with a legal obligation or a legitimate interest, as applicable. Acceptance of these Terms is contractual assent to the carbon-right transfer and is not blanket consent to unrelated processing of personal data. If SupaChaja relies on consent as the lawful basis for a separate processing purpose, that consent will be requested separately and must be specific, informed and capable of withdrawal in accordance with applicable law.

SupaChaja will apply the principles of lawfulness, fairness, transparency, purpose limitation, data minimization, accuracy, storage limitation, integrity, confidentiality and accountability. Direct identifiers will be restricted or pseudonymized where practicable; access to acceptance and Charging Session records will be role-based and logged; and the records will not be used for unrelated advertising profiling. Driver rights and requests will be handled under Section 16 and the Privacy Policy, subject to any lawful and documented obligation to retain evidence.

Limitations and program compliance

A Charging Session does not automatically create a tradable carbon credit. Validation, verification, registration, issuance and monetization remain subject to the applicable VCS Program rules, VM0038 requirements, project documents, registry procedures and Kenyan law. SupaChaja may exclude any Charging Session or Charging Station that lacks a valid prior acceptance, adequate ownership evidence, complete metering or other required program documentation.

This Section is intended to operate consistently with the legal recognition, formation and retention of electronic records and contracts under Part VIA of the Kenya Information and Communications Act, 1998, including sections 83G to 83J, and with the Kenya Data Protection Act, 2019. Mandatory legal rights and requirements prevail to the extent of any conflict.

Legal and methodology references

• Verra: VM0038 Electric Vehicle Charging Systems, version 1.1, particularly Section 4(4). https://verra.org/documents/vm0038-electric-vehicle-charging-systems-v1-1/
• Kenya Law: Kenya Information and Communications Act, 1998, particularly sections 83G to 83J. https://new.kenyalaw.org/akn/ke/act/1998/2
• Kenya Law: Data Protection Act, 2019, particularly sections 25 and 30. https://new.kenyalaw.org/akn/ke/act/2019/24

Fleet Managers are responsible for maintaining accurate records of vehicles, drivers and authorized users registered under their fleet account.

Fleet Managers may:

• register vehicles;
• assign Digital RFID identities;
• authorize charging locations;
• configure vehicle or driver permissions;
• access charging reports;
• receive consolidated invoices or statements; and
• approve charging expenses under agreed fleet rules.

Fleet Managers must promptly remove access for vehicles that are sold, transferred, stolen or no longer authorized.

A Digital RFID is a platform identity credential, not proof of vehicle ownership.

Drivers using an authorized fleet account must only charge vehicles assigned to that account and comply with fleet access policies.

SupaChaja may reject or suspend a Digital RFID identity if fraud, unauthorized access, duplicate vehicle registration or account misuse is suspected.

Operators connected to the Platform agree to:

• provide accurate station, charger, connector, tariff and contact information;
• maintain their charging equipment in safe operating condition;
• maintain required electrical installations, approvals and site permissions;
• ensure compatible chargers remain correctly configured for communication with the Platform;
• maintain adequate electrical supply and network connectivity where reasonably required;
• promptly investigate charger faults and safety issues;
• keep tariffs and operating information accurate;
• clearly disclose applicable charging and other fees;
• comply with applicable consumer-protection, electrical-safety, environmental and other requirements;
• not manipulate transaction, metering or utilization data;
• protect CPO dashboard credentials and authorized-user access;
• maintain appropriate insurance where required by law or commercial agreement; and
• comply with the applicable SupaChaja CPO agreement and service-level arrangements.

Unless expressly agreed otherwise, CPOs remain responsible for the physical condition and operation of their third-party charging equipment and locations.

Operators may configure stations as public, private or hybrid subject to their Platform configuration and commercial agreement.

Access to private or fleet stations may be restricted based on:

• vehicle;
• Driver;
• Digital RFID;
• fleet;
• station;
• location;
• time of day;
• tariff;
• energy limits; or
• other approved access rules.

The existence of a station on a map does not necessarily mean that every Driver is authorized to use it.

A session normally begins after successful vehicle connection, authorization and payment or fleet-account approval.

Actual charging speed depends on factors outside SupaChaja's complete control, including:

• EV battery capability;
• battery State of Charge;
• battery temperature;
• vehicle charging curve;
• charger power;
• connector capability;
• site electrical capacity;
• simultaneous charger use; and
• vehicle software.

A charger's advertised maximum power is therefore not a guarantee that a particular EV will continuously receive that power.

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SupaChaja may stop or restrict a session when reasonably necessary for safety, equipment protection, payment authorization, maintenance, regulatory compliance or network integrity.

Applicable tariffs and known transaction charges will be displayed or communicated through the relevant Platform workflow before the transaction is confirmed where required.

Pricing may vary by:

• station;
• CPO;
• AC or DC charging;
• energy consumed;
• charging duration;
• time of day;
• public or fleet status;
• applicable taxes; or
• other disclosed tariff rules.

Payments may be processed through mobile money, card networks or other approved payment providers.

SupaChaja may use third-party payment providers and is not responsible for outages within an independent payment provider's systems, although SupaChaja will take reasonable steps to reconcile affected transactions.

Where payment is made before charging begins, the Platform may authorize or collect an amount based on the selected session.

If a session fails to start or ends early, SupaChaja or the applicable Operator will reconcile the payment according to the amount properly chargeable and applicable refund policy.

Refund timing may depend on the relevant bank, mobile-money provider or card network.

Users must report disputed transactions within a reasonable period after becoming aware of them.

Nothing in this clause removes mandatory consumer rights under applicable law.

Brand Advertisers using SupaChaja's Digital Out-of-Home ("DOOH") network must ensure that all submitted advertising material:

• is accurate and not misleading;
• complies with applicable advertising, consumer, intellectual-property and other laws;
• does not infringe copyright, trademark, privacy, publicity or other third-party rights;
• does not contain unlawful, defamatory, discriminatory, fraudulent or harmful material;
• contains all disclosures required for regulated products, promotions or claims;
• has been authorized by the Brand Advertiser for publication;
• complies with agreed technical specifications, dimensions, duration and file formats;
• does not contain malware, harmful code or unauthorized tracking technology; and
• is appropriate for the audience and physical location at which it will be displayed.

Advertiser Content Licence

The Advertiser grants SupaChaja, for the campaign period and purposes reasonably necessary to perform the advertising services, a non-exclusive licence to reproduce, resize, format, transmit, display and distribute approved campaign materials.

Ownership of the Advertiser's original intellectual property remains with the Advertiser.

Advertisement Approval

SupaChaja may reject, suspend or remove advertising that:

• violates law;
• breaches these Terms;
• conflicts with Site Host requirements;
• creates safety concerns;
• creates material reputational risk; or
• is reasonably suspected of infringing third-party rights.

Approval by SupaChaja does not transfer responsibility for the truth, legality or substantiation of the Advertiser's claims to SupaChaja.

Campaign Delivery

Unless expressly agreed in writing:

• proof-of-play or proof-of-flight confirms display activity, not guaranteed human viewing;
• audience, footfall and impression figures are estimates where identified as such;
• SupaChaja does not guarantee customer purchases, leads, conversions or sales;
• screen availability may be affected by maintenance, electricity or connectivity interruptions; and
• remedies for material under-delivery will be determined under the applicable advertising agreement.

To the extent permitted by law, an Advertiser shall indemnify SupaChaja against third-party claims, losses and reasonable costs arising from:

• infringement of intellectual-property rights by Advertiser content;
• false or misleading advertising claims;
• unauthorized use of a person's image, trademark or copyrighted work;
• violation of applicable advertising laws; or
• the Advertiser's material breach of these Terms.

This indemnity does not apply to the extent the loss results from SupaChaja's own unlawful conduct, gross negligence or wilful misconduct.

The Platform, software, interfaces, databases, APIs, designs, trademarks, logos, documentation and proprietary technology are owned by or licensed to SupaChaja and are protected by applicable intellectual-property law.

Except as expressly authorized, no person may:

• copy;
• reproduce;
• modify;
• reverse engineer;
• scrape;
• sell;
• sublicense;
• distribute; or
• create derivative works from the Platform or SupaChaja intellectual property.

Subject to applicable data-protection law and contractual restrictions, SupaChaja may generate and use aggregated or anonymized operational information including:

• charger utilization;
• energy throughput;
• uptime;
• charging demand;
• payment trends;
• fleet usage;
• network performance;
• environmental-impact estimates; and
• advertising delivery metrics.

Aggregated or anonymized information that does not identify an individual may be used to operate, improve and develop SupaChaja products, services, analytics and commercial offerings.

SupaChaja may process personal information required for account creation, authentication, Digital RFID, payments, charging sessions, fleet management, customer support, security and other lawful Platform purposes.

Processing will be governed by the SupaChaja Privacy Policy and applicable Kenyan data-protection requirements.

Users should refer to SupaChaja's Privacy Policy for detailed information concerning:

• categories of data collected;
• lawful bases for processing;
• retention;
• sharing;
• international transfers;
• security;
• user rights; and
• contact procedures.

Users must not:

• gain or attempt unauthorized access to the Platform;
• impersonate another person;
• register a vehicle without authority;
• manipulate charger or payment records;
• interfere with APIs or OCPP communications;
• introduce malware;
• reverse engineer security controls;
• use bots or scripts to abuse the service;
• circumvent payment or authentication mechanisms;
• tamper with Digital RFID credentials;
• disrupt a charging station; or
• use the Platform for unlawful purposes.

The Platform may integrate services provided by:

• mobile-network operators;
• mobile-money providers;
• banks;
• payment gateways;
• map providers;
• cloud providers;
• charger manufacturers;
• Site Hosts;
• CPOs; and
• other service providers.

A failure by an independent third-party service may temporarily affect Platform functionality.

Where a third party supplies services directly to the user, its terms may also apply.

SupaChaja aims to provide reliable services but does not warrant uninterrupted or error-free availability.

Services may temporarily be unavailable due to:

• maintenance;
• electricity outages;
• telecom failures;
• internet outages;
• charger faults;
• software upgrades;
• payment-network failures;
• cybersecurity events;
• regulatory requirements; or
• circumstances outside reasonable control.

Where practical, SupaChaja will work to restore affected Platform services promptly.

Charging involves high-voltage electrical equipment. Users must follow all safety notices displayed at the charging station and instructions issued by the EV or charger manufacturer.

Do not use charging equipment that appears:

• physically damaged;
• burned;
• exposed;
• submerged;
• vandalized; or
• otherwise unsafe.

Emergency situations should be reported immediately to the Site Host, Operator, SupaChaja and appropriate emergency services where necessary.

To the extent permitted by law, the Platform and related services are provided on an "as available" basis.

SupaChaja does not guarantee:

• continuous charger availability;
• a particular charging speed;
• vehicle compatibility with every charger;
• mobile-network availability;
• uninterrupted payment processing;
• availability of parking bays or amenities;
• a specific commercial result from advertising; or
• issuance of any specific volume or value of carbon credits.

Nothing in these Terms excludes warranties, guarantees or protections that cannot legally be excluded.

To the maximum extent permitted by law, SupaChaja shall not be liable for indirect, consequential or purely economic losses arising solely from circumstances outside SupaChaja's reasonable control.

Any contractual liability limitation shall not apply where exclusion is prohibited by law, including liability that cannot legally be excluded for fraud, wilful misconduct, gross negligence or mandatory consumer rights.

For business customers, additional liability limits may be specified in the applicable CPO, fleet, advertising, SaaS or commercial agreement.

CPOs, Fleet Managers, Site Hosts and Advertisers shall, to the extent permitted by law, indemnify SupaChaja for third-party losses arising directly from their:

• unlawful conduct;
• material breach of these Terms;
• unauthorized Platform use;
• infringement of third-party rights; or
• negligent operation of equipment or facilities under their control.

SupaChaja may temporarily restrict or terminate Platform access where reasonably necessary because of:

• material breach of these Terms;
• non-payment;
• fraud;
• unsafe charging activity;
• unauthorized system access;
• misuse of Digital RFID;
• illegal advertising content;
• cybersecurity threats;
• regulatory requirements; or
• activity that materially threatens users, the Platform or charging infrastructure.

Where circumstances reasonably permit, SupaChaja will provide notice and an opportunity to resolve the issue before permanent termination.

Termination does not extinguish obligations accrued before termination, including outstanding payments, intellectual-property obligations, confidentiality, indemnities or environmental-attribute provisions intended to survive termination.

Neither SupaChaja nor an affected business counterparty will be liable for failure or delay caused by events reasonably beyond its control, including:

• major power failures;
• natural disasters;
• flooding;
• fire;
• civil unrest;
• war;
• government actions;
• telecommunications failures;
• nationwide payment-network failures;
• pandemics;
• major cybersecurity incidents; or
• other force-majeure events.

The affected party shall take reasonable measures to mitigate the impact.

Users should first submit complaints to SupaChaja Support so the matter can be investigated and, where appropriate, escalated to the relevant CPO, payment provider, Site Host or business unit.

The parties should attempt in good faith to resolve disputes through direct negotiation.

Nothing in these Terms prevents a consumer from exercising rights or remedies available under applicable law.

These Terms are governed by the laws of the Republic of Kenya.

Subject to any mandatory statutory dispute-resolution process and any separately negotiated business-to-business agreement, disputes that cannot be resolved amicably shall be subject to the jurisdiction of the competent courts of Kenya.

SupaChaja may update these Terms to reflect:

• new Platform functionality;
• regulatory changes;
• payment services;
• charging technologies;
• security requirements;
• carbon-market requirements; or
• changes to its business services.

Material changes will be communicated through the Platform or other reasonable means before becoming effective where required by law.

Continued use after the effective date constitutes acceptance where legally permitted, except that a material change to the Carbon Ownership Rights transfer in Section 5 requires the new affirmative acceptance specified in that Section before SupaChaja relies on it for later Charging Sessions.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in effect to the extent legally permitted.

These Terms, together with the applicable Privacy Policy and transaction-specific conditions, form the general agreement governing Platform use.

For CPOs, Fleet Managers, Site Hosts and Advertisers, a separately executed commercial agreement may contain additional or different provisions. Where expressly stated, that agreement will prevail over these general Terms for the relevant commercial relationship

Questions, complaints or requests relating to these Terms may be directed to:

Company

SupaChaja Limited

Location

Nairobi, Kenya

Email

support@supachaja.com

Driver Support

+254 710 508 423

Website

www.supachaja.com