INF General Terms and Conditions

These General Terms & Conditions (the “Terms”) govern INF Associates, LLC (“INF”) general projects for engineering, installation, material procurement, and turnkey infrastructure (the “Project”). Together with the signed Proposal/Order Form (the “Proposal”), they form the “Agreement” with the customer identified in the Proposal (“Client”).

Effective Date: The Agreement is effective on the date the Proposal is fully executed by Client (the “Effective Date”).

1. Order of Precedence; Proposal Controls

     1.1 If there is a conflict, the following order applies:

The Proposal identifies scope, quantities, locations, Start Date, commercial terms, and inclusions/exclusions. A Quote that references and hyperlinks these Terms (by version and date) constitutes a Proposal and incorporates these Terms by reference.

2. Scope of Services

     2.1 Turnkey Scope: The Project may include any or all of:

     2.2 Modular Engagements: These Terms also govern engineering-only, material-only, construction-only, and PM-only engagements. The Proposal will specify which modules apply.

     2.3 Third-Party Services: Some functionality depends on OEM/network software, cellular carriers, and utility/agency programs. Client’s use of those services is subject to their terms. INF isn’t responsible for their availability, performance, or rule changes.

     2.4 No Outcome Guarantee: Incentives/tariffs are controlled by agencies/utilities and may change; INF does not guarantee award, amount, timing, or eligibility.

     2.5 Exclusions (Global): Unless expressly stated as included in the Proposal or a signed change order, the Services exclude:

3. Flow-Down & Provider Terms

Client agrees to comply with applicable Provider terms, policies, and acceptable-use rules notified by INF or presented in-product. Provider-mandated updates may be implemented by INF and will apply to Client on notice (email or in-product). Client authorizes INF, as limited agent, to accept click-wraps/program acknowledgments solely to provision the Project. Client will indemnify INF for Provider-assessed fees/fines arising from Client non-compliance.

4. Proposal Validity; Pricing; Escalation

     4.1 Validity: Proposal pricing is valid for 30 days from date of issue.

     4.2 Commodity/Pass-Through Adjustments: If manufacturers or Providers increase pass-through costs before procurement, INF may adjust affected line items with 30 days’ notice. Client may reject those lines and proceed with alternatives if technically feasible, via change order.

5. Client Responsibilities

     5.1 Information & Decisions: Client will provide accurate, complete, and timely information, including site utility bills, interval data access, charger/network credentials, tax and corporate details, signatures, and any program‑required attestations. Client authorizes INF to act as Client’s representative to utilities, agencies, and program administrators solely for purposes of applying for or administering incentives and data access. If requested, Client will provide a limited power of attorney.

     5.2 Site Access & Conditions: For any on‑site activity, Client will:

     5.3 Connectivity: Client is responsible for internet or cellular connectivity at the site unless the Proposal includes connectivity. Loss or degradation of connectivity may degrade Services. Client will promptly notify INF of known outages.

     5.4 Operations & Maintenance: Unless the Proposal includes O&M, Client is responsible for physical maintenance, repairs, vandalism mitigation, and OEM warranty claims for chargers and site infrastructure.

     5.5 Connectivity & Signal Coverage: Client is responsible for providing adequate site cellular/network coverage for charger/network operation unless the Proposal expressly includes connectivity. Any requested signal-booster/DAS solution will be furnished only via change order (additional fees, schedule, and any required permits/carrier approvals apply).

6. Professional Services & Engineering

     6.1 Professional Engineering: Where professional engineering is required, such services will be performed by INF Engineers D.P.C. (NY) or by duly licensed third-party professionals under separate subcontract. INF (the LLC) does not practice professional engineering and makes no representation that the Services constitute engineering unless expressly stated in the Proposal.

     6.2 Submittals & Revisions: Engineering includes one revision unless otherwise stated; additional revisions shall be billed by change order.

     6.3 No Legal/Tax Advice: INF does not provide legal, accounting, or tax advice. Client should consult its advisors regarding incentive taxability, transferability, basis adjustments, and program compliance.

     6.4 Electrical Studies & Labels (Excluded Unless Included): The Services do not include NFPA 70E arc-flash studies, short-circuit/fault current calculations, protective device coordination, relay setting studies, time-current curves, or arc-flash labels, unless expressly included in the Proposal. If added by change order, such services will be performed by INF Engineers D.P.C. or other duly licensed professionals and require timely utility/source data and existing drawings from Client. Price and schedule will be adjusted accordingly.

7. Construction

     7.1 Means & Methods: INF controls construction means/methods and may use qualified subcontractors; INF remains responsible for their performance. Proof of subcontractor insurance available on request.

     7.2 Schedule: Dates are estimates and depend on permitting, utility work, supply chain, and site readiness; demobilization/remobilization not included unless stated.

     7.3 Unforeseen Conditions: Discovery of concealed/unknown conditions (e.g., hazardous materials, code violations unrelated to our scope, unsuitable soils) entitles INF to equitable adjustment of time and price via change order.

     7.4 Hazardous Materials: INF is not responsible for identification, abatement, or disposal of hazardous materials (e.g., asbestos/lead/PCBs). If encountered, INF will suspend affected work pending Client’s remediation and a change order.

     7.5 Prevailing Wage / Apprenticeship: Where applicable (e.g., Davis-Bacon, PWA), INF will provide requested certified payrolls (e.g., WH-347) and reasonable documentation; pricing assumes compliance requirements stated in the Proposal.

     7.6 Site Readiness; Standby; Storage: If INF arrives to perform work and the site is not ready, access is restricted, or prerequisite work by others is incomplete, INF is entitled to an equitable adjustment including standby time, demobilization/remobilization, storage/handling, and schedule relief.

     7.7 Client-Caused Delay: If the Project is delayed, suspended, or resequenced for reasons not caused by INF, INF may reprice any materials, equipment, or third-party services not yet purchased to reflect current supplier pricing. Adjustments implemented via change order.

     7.8 No Liquidated Damages or Penalties: No liquidated or delay damages, penalties, or uptime/throughput guarantees apply unless expressly stated in the Proposal.

     7.9 Safety Suspension: INF may suspend work, without liability, if site conditions are unsafe or noncompliant with safety rules until remedied.

8. Materials, Delivery, Title & Risk of Loss

     8.1 Delivery: Delivery terms are FOB site (or as stated). Client will provide secure storage and reasonable protection of materials delivered to site.

     8.2 Title & Risk: Title to INF-sold equipment passes on payment; risk of loss passes on delivery to site or to Client’s carrier, whichever occurs first.

     8.3 Lien Rights; Waivers: INF reserves all rights under applicable mechanics’ lien and payment laws. INF shall provide conditional and/or unconditional lien waivers to the extent of payments actually received. If Client requests INF to furnish a bond, any premium shall be a change order. Nothing herein constitutes a waiver of INF’s lien or payment bond rights.

     8.4 Substitutions: If specified equipment is unavailable, INF may propose equal or superior alternatives; price and schedule adjustments handled via change order.

9. Commissioning, Training & Turnover

     9.1 Commissioning: INF will commission installed equipment per OEM guidelines and the Proposal, conduct a punch-list meeting (virtual unless otherwise stated), and provide basic operator orientation and O&M documents.

     9.2 Substantial & Final Completion:

10. Incentives & Utility Coordination

     10.1 Applications & Compliance: INF will prepare/submit incentive applications where included and support required reporting. Incentive estimates are informational only; Client bears variance risk unless the Proposal states otherwise.

     10.2 Performance-Based Incentives: Unless otherwise stated, performance-based rebates/bonuses are retained by INF, and Client agrees to that allocation.

11. Payments, Taxes & Changes

     11.1 Milestone Billing: Invoices follow the billing schedule in the Proposal (e.g., % on acceptance/engineering/start/complete/activation).

     11.2 No “Pay-IF-Paid / Pay-When-Paid”: Client’s payment obligations to INF are independent of any payment Client may receive from third parties.

     11.3 Payment Terms; Disputes; No Set-Off: Invoices are due net fifteen (15) days from receipt. Undisputed amounts must be paid when due; set-offs or deductions require INF’s prior written consent.

     11.4 Taxes: Fees are exclusive of taxes. Client is responsible for applicable sales, use, VAT, GST/HST, and similar taxes.

     11.5 Tax-Exempt Sales: If Client claims exemption from sales/use tax, it must provide a valid, completed exemption certificate before invoicing.

     11.6 Change Orders: Scope, schedule, or assumption changes require signed change orders; INF will continue under current scope until executed.

     11.7 Late Payments; Suspension: Undisputed amounts not paid per terms may accrue 1.5%/month or the legal maximum. INF may suspend work for non-payment.

     11.8 Backcharges: Client shall not assess backcharges unless prior written notice is provided, and INF is given reasonable opportunity to cure.

12. Warranties

     12.1 Workmanship (Construction): INF warrants workmanship on labor/installation for 90 days from substantial completion. Manufacturer warranties apply to equipment (parts-only unless otherwise stated).

     12.2 Warranty Start & Exclusions: The workmanship warranty commences on Substantial Completion. Exclusions include misuse, abuse, vandalism, neglect, improper maintenance, power-quality issues, normal wear, and force majeure.

     12.3 Engineering/Services Warranty: Professional and project management services will be performed in a professional, workmanlike manner. Exclusive remedy is re-performance or refund of nonconforming services.

     12.4 Disclaimers: Except as stated, all materials, software, reports, and services are provided “as is”; INF disclaims implied warranties of merchantability, fitness, title, and non-infringement.

13. Data; Privacy; Security

     13.1 Client Data: “Client Data” means data provided by or collected for Client through the Services. Client owns Client Data.

     13.2 Use of Client Data: INF may disclose Client Data to Providers/subcontractors as necessary to deliver the Services. INF will not sell Client Data.

     13.3 Backups; Export; Deletion: During the term, Client may export available Client Data. After termination, INF will delete remaining Client Data within 60 days except for archival backups.

     13.4 Sensitive Information: Client will not submit sensitive information. Both parties comply with applicable privacy laws (CCPA/CPRA, GDPR).

     13.5 Security: INF will implement reasonable safeguards for Client Data. Client is responsible for user access and credential security.

14. Intellectual Property; Instruments of Service; Publicity

     14.1 INF IP: INF and licensors retain all rights in software, methods, templates, and tools.

     14.2 Designs & Drawings: Instruments of Service remain INF/engineer IP; upon full payment, Client receives a non-exclusive license to use them at the project site.

     14.3 Feedback: Client grants INF a royalty-free, worldwide license to use feedback to improve services.

     14.4 Publicity: With Client’s prior consent, INF may list Client’s name/logo and describe the engagement in customer lists/case studies.

15. Confidentiality

     15.1 Confidential Information: Each party may receive non-public information. The receiving party must:

Exclusions include public information, independently developed information, or information disclosed by a third party.

16. Insurance

     16.1 INF Insurance: During the Project, INF shall maintain customary insurance including:

     16.2 Client Property/Builder’s Risk: Client shall carry property insurance covering all risk for project materials and equipment.

     16.3 Additional Insurance: Upon Client request, additional insurance may be procured via change order; incremental costs borne by Client.

17. Changes in Law / Program Rules

     17.1 Changes in Law; Program Rules; Domestic Content: If laws, codes, incentives, or domestic content mandates change, the parties shall execute a change order for equitable adjustment of price and time. INF makes no representation that Work meets domestic content thresholds unless stated.

18. Suspension & Termination

     18.1 For Cause: Either party may terminate for material breach not cured within 30 days.

     18.2 Convenience (Client): Client may terminate for convenience; all committed costs become immediately due.

     18.3 Effect: On termination, Client pays for work performed and committed costs; access to INF software ceases; materials owned by INF removed or invoiced.

19. Indemnification

     19.1 By INF: INF will defend Client against third-party claims that Client’s authorized use of Services infringes U.S. IP rights. Remedies include modification, procurement of rights, or termination and refund.

     19.2 By Client: Client will defend INF against claims arising from Client Data, misuse, or site incidents not caused by INF.

20. Limitation of Liability

     20.1 Cap: Except for indemnity obligations, payment obligations, or willful misconduct/fraud, liability is capped at amounts paid by Client to INF in the six months preceding the event.

     20.2 Exclusion of Damages: Neither party is liable for indirect, special, incidental, consequential, exemplary, or punitive damages.

21. Compliance; Export; Force Majeure; Government Use

     21.1 Compliance with Laws: Each party will comply with applicable laws and program rules.

     21.2 Export: Client will not export Services in violation of U.S. laws.

     21.3 Force Majeure: Neither party is liable for delays caused by events beyond reasonable control.

     21.4 U.S. Government End Users: Services are “commercial computer software” provided with rights as set forth in FAR/DFARS.

22. Dispute Resolution; Governing Law; Venue

     22.1 Good-Faith Escalation & Mediation: Parties will escalate disputes to senior management and then participate in non-binding mediation in New York, NY.

     22.2 Governing Law; Venue: Agreement governed by laws of New York. Exclusive jurisdiction in state/federal courts in New York County.

     22.3 Waiver of Jury Trial: Parties waive trial by jury for any action relating to this Agreement.

23. Notices; Assignment; Independent Contractors; Counterparts

     23.1 Notices: Legal notices must be in writing and sent to addresses/emails in Proposal.

     23.2 Agency & Click-Wrap Authority: Client authorizes INF to accept online terms on Client’s behalf to enable Services.

     23.3 Assignment: Either party may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.

     23.4 Independent Contractors: Parties are independent contractors; no agency, partnership, or joint venture is created.

     23.5 Entire Agreement; Waiver; Severability: Agreement is the full agreement. Amendments must be in writing. If a provision is unenforceable, it will be modified minimally; remainder remains in effect.

     23.6 Counterparts; E-Signatures: Agreement may be executed in counterparts and by electronic signatures.

24. Definitions

     24.1 Aggregated/De‑Identified Data: Data that does not identify Client or any individual and cannot reasonably be re‑identified.

     24.2 Client Data: Data provided by or collected for Client through the Services.

     24.3 INF Device: An INF-supplied edge device or controller installed on‑site to enable data collection/load management.

     24.4 Sensitive Information: Financial account numbers, government identifiers, health information, biometric identifiers, precise geolocation data, or other information subject to heightened legal protection.

     24.5 Services: The services, work, and activities to be performed by INF under the Agreement as identified in the Proposal. “Services” also includes related deliverables and documentation, and the facilitation of third-party services to the extent set forth in the Proposal, and excludes items expressly listed as exclusions or Client responsibilities.

     24.6 Work: The labor, materials, equipment, and services to be furnished by INF as described in the Proposal/SOW.

     24.7 Provider: Any third-party OEM, network, software, utility, program administrator, or carrier supporting the Services/Project.

     24.8 Substantial & Final Completion: “Substantial Completion” occurs when the Work (or a identified portion) is sufficiently complete for its intended use, excluding minor punch-list items that do not materially impair operation. “Final Completion” occurs upon completion of the punch list and receipt of final payment for the applicable scope.