Terms of Service and Sale

Last updated: November 5, 2025

1. Definitions and purpose

WeSmart, a public limited company with capital of 3,104,350 euros, whose registered office is located at Avenue Louise 231, 1050 Brussels, Belgium, registered with the Brussels RCS under number BE 0749.518.669, represented by its President Mr. François Bordes.

These General Terms of Use and Sale ("Terms") govern the use of WeSmart services and platforms, including:

Nexgen platform for energy community management
EMS energy optimization system
Support and consulting services
QuickScan simulation tools

2. Acceptance and modification

Use of our services implies full acceptance of these terms. WeSmart reserves the right to modify these terms at any time, with 30 days' prior notification to active users.

3. Services provided and WeSmart obligations

WeSmart offers online services and information tools intended for energy project managers and energy community participants. Our services include:

3.1 Software platforms (SaaS)

Access to energy management interfaces
Monitoring and optimization of energy flows
Reporting and analysis tools
Best efforts obligation: WeSmart commits to maintaining platform access with a target availability rate of 99% annually

3.2 Support services

Feasibility studies and technical advice
User training and support
Integration with third-party systems

4. Commercial conditions and payment terms

4.1 Pricing

WeSmart service rates are defined in specific quotes and contracts. Unless otherwise stated, all prices are expressed excluding taxes.

4.2 Payment terms

Payment period: 30 net days from invoice date
Accepted payment methods: bank transfer, direct debit
Invoices are sent electronically unless otherwise requested

4.3 Late payment and penalties

In case of late payment, amounts due automatically bear interest at an annual rate of 8% (ECB rate plus 10 points), without prior notice.

Added to interest penalties:

Fixed recovery compensation: 40 euros minimum per unpaid invoice
Additional recovery costs: upon justification of actual costs
Service access suspension after 15 days delay, without prejudice to other remedies

4.4 Payment guarantees

WeSmart reserves the right to require payment guarantees (surety, bank guarantee) for contracts exceeding 25,000 euros or in case of payment delay history.

4.5 Consulting fees and additional services

Beyond platform services and initial setup, any use of WeSmart consulting services is billed according to the following terms:

Hourly rate: Defined in commercial terms and subject to update with 30 days' notice
Services concerned: Personalized support, in-depth technical advice, specific developments, advanced training, dedicated support
Billing: Based on actual time spent, with detailed activity report
Prior estimate: WeSmart provides an estimate of required hours before intervention

Consulting rates are communicated upon request and may vary according to complexity, urgency and nature of the intervention.

5. Client obligations and responsibilities

5.1 Compliant use

The client commits to:

Use services in accordance with their purpose and best practices
Respect intellectual property rights of WeSmart and third parties
Not attempt to bypass security measures
Maintain confidentiality of access credentials

5.2 Data provision

The client guarantees the accuracy of provided data and has necessary authorizations for their processing by WeSmart.

6. Intellectual property

All elements of WeSmart platforms (software, algorithms, interfaces, documentation, trademarks) remain the exclusive property of WeSmart. The client only benefits from a personal and non-transferable right of use.

Any unauthorized reproduction, adaptation or distribution constitutes counterfeiting subject to civil and criminal sanctions.

6.7 Communication and reproduction rights

WeSmart reserves the right to promote projects in its communication and website, subject to compliance with personal data confidentiality:

Public communication: WeSmart may present projects, achievements and use cases in its communication materials (website, brochures, presentations, exhibitions)
Possible anonymization: Upon client request, WeSmart may anonymize sensitive information while retaining the right to present technical and methodological aspects
Data retention: WeSmart retains project data for the time necessary for research, service improvement and innovation purposes
R&D uses: Aggregated and anonymized data may be used to develop new tools, algorithms and functionalities
Benchmarking: WeSmart may use project data to create sector statistics and anonymized comparative analyses

The user expressly authorizes these uses by accepting these terms, while retaining the possibility to request removal of identifiable references in public communication.

7. Liability limitation and disclaimer clauses

7.1 Nature of services

WeSmart offers online services and information tools for project managers and participants. WeSmart cannot commit to data published or provided by third parties (network operators, energy suppliers, etc.).

7.2 Access to Distribution System Operator (DSO) data

WeSmart disclaims all responsibility regarding access, quality and processing of data provided by DSOs:

Variable data formats: DSO data is provided in different formats depending on operators, countries and periods, over which WeSmart has no control
Processing delays: The time required to obtain, process and integrate DSO data can be long and unpredictable (from several days to several weeks)
Data availability: WeSmart does not guarantee the availability, completeness or accuracy of DSO data
API evolution: Unilateral modifications of APIs and access protocols by DSOs may temporarily or permanently affect data access
Data quality: WeSmart is not responsible for errors, inconsistencies or gaps in data provided by DSOs
Access refusal: DSOs may refuse or limit data access without WeSmart being able to intervene

The user acknowledges and accepts that these constraints are independent of WeSmart's control and do not constitute a contractual breach.

7.3 Energy community operation and participant relations

WeSmart cannot be held responsible for the actual operation of energy communities, including:

Decisions made by community managers or participants: WeSmart is not a party to relationships between community managers, participants, or property owners
Behavior and conduct of participants: WeSmart is not responsible for actions, decisions, or omissions of energy community participants
Disputes between participants: Any dispute between community manager and participants, or between participants themselves, falls under their exclusive responsibility
Actual energy performance of installations
Regulatory changes impacting energy communities
Technical failures of third-party equipment (meters, inverters, etc.)

7.4 Network fees and distribution costs

WeSmart is expressly exempt from all liability regarding network fees, distribution costs, and related charges:

No obligation to pay: WeSmart is not required to pay or advance network fees, distribution costs, DSO (Distribution System Operator) charges, or any related fees
Third-party relationship: The relationship regarding network usage and associated fees is established exclusively between network operators and participants/community managers
Information only: Any information provided by WeSmart platforms regarding network fees is for informational purposes only and does not constitute a commitment
Regulatory changes: WeSmart is not responsible for changes in network tariffs or billing methods

7.5 General liability limitation

WeSmart's liability is expressly limited:

Best efforts obligation: WeSmart is only bound by a best efforts obligation and not a results obligation
Capping: Total damages cannot exceed the amount paid by the client for the last three months of service
Exclusion of indirect damages: WeSmart cannot be held responsible for indirect damages, including loss of profit, clientele, operation or data

7.6 Exemption cases

WeSmart is exempted from all liability in case of:

Force majeure or unforeseeable facts independent of its will
Telecommunications or Internet network failures
Non-compliant use of services by the client
Scheduled maintenance interruption (with 48h notice)

8. Exclusion and suspension of participants

8.1 WeSmart's right to exclude

WeSmart reserves the unilateral right to exclude or suspend access to its platforms for any user, including community managers and participants, in the following cases:

Breach of these terms: Non-compliance with contractual obligations
Fraudulent or abusive use: Manipulation of data, attempted security bypass, abusive use of services
Non-payment: Failure to pay fees after formal notice
Disruptive behavior: Behavior disrupting platform operation or other users
Legal requirement: Compliance with legal or regulatory obligations

8.2 Exclusion procedure

Immediate suspension: In case of serious breach or emergency, WeSmart may immediately suspend access without prior notice.

Definitive exclusion: After formal notice remaining without effect for 15 days, WeSmart may definitively terminate user access.

8.3 Effects of exclusion

Loss of access: The excluded user immediately loses all access to WeSmart platforms and services.

No compensation: Exclusion for legitimate reason does not give rise to any compensation or refund, without prejudice to amounts due to WeSmart.

Data retention: WeSmart reserves the right to retain user data for legal compliance and evidence purposes.

9. Personal data protection

Personal data processing is subject to our Privacy Policy accessible on our website, established in compliance with GDPR.

10. Duration and termination

10.1 Duration

Service contracts are concluded for the duration mentioned in specific conditions, with automatic renewal unless terminated.

10.2 Termination for fault

Each party may terminate the contract in case of serious breach by the other party, after formal notice remaining without effect for 15 days.

WeSmart may suspend or immediately terminate service access in case of:

Non-payment after formal notice
Fraudulent or abusive use of services
Breach of system security

11. Regulatory compliance and changes

11.1 Compliance

WeSmart strives to maintain its services in compliance with applicable regulations, particularly in energy and data protection matters.

11.2 Regulatory adaptation

In case of major regulatory changes impacting services, WeSmart reserves the right to adapt its services and rates, with 60 days' notice.

12. Dispute resolution

12.1 Mediation

In case of dispute, parties strive to find an amicable solution. Otherwise, mediation may be organized.

12.2 Competent jurisdiction

Any dispute falls under the exclusive jurisdiction of Brussels courts, Belgium.
Belgian law applies to these terms.

13. Miscellaneous provisions

13.1 Assignment

The client cannot assign their rights and obligations without prior written agreement from WeSmart.

13.2 Partial nullity

If a clause in these terms were declared null, other provisions would remain applicable.

13.3 Electronic evidence

WeSmart's computerized records constitute proof of communications and transactions.

14. Contact and complaints

Customer service: contact@wesmart.com
Legal service: legal@wesmart.com
Address: Avenue Louise 231, 1050 Brussels, Belgium

These terms apply from their publication and replace any previous version.