WESHAPE BV – Terms and Conditions Weshape Platform
IMPORTANT – READ CAREFULLY BEFORE YOU USE THE PLATFORM: these terms and conditions are a legal agreement (the “Conditions”) between Weshape, a private limited liability company incorporated under Belgian law, having its registered office at Rozenstraat 25, 9560 Wevelgem (Belgium), registered with the Crossroad Bank for Enterprises under number VAT BE 0732.790.062 (RLE Enterprise Court Ghent, section Ghent ), with bank account number BE60 7370 6610 8270, www.weshape.today, reachable at the following e-mail address: support@weshape.today (“Weshape”) and you who wants to make use of the Platform (as defined here below) (“Client”, “you”).
By clicking on “I agree”, accessing, installing, downloading or otherwise using the Platform, the Client agrees to be bound by these Conditions. If the Client does not agree to these Conditions, Weshape will not grant a license and the Client will consequently not be allowed to use or otherwise access the Platform. Weshape recommends storing a copy of the version of these Conditions that you accepted as Weshape will not store this for you.
These Conditions are available in English.
Weshape and the Client may individually be referred to as a “Party” and collectively as the “Parties”.
1. DEFINITIONS AND INTERPRETATIONS
The following definitions shall apply in these Conditions regardless of whether they are used in their plural or singular form:
“AI system” means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environment.
“Authorized User” means any natural person linked to the Client (typically a subcontractor or end customer) who has been authorized by the Client to use the Platform.
“Client” means the legal person who has access to the Platform under these Conditions through a (free) license.
“Client Data” means all (personal) data, works, materials and content provided by the Client to Weshape, for example by uploading it on the Platform, or which results from the use of the Platform.
“Confidential Information” means all information, data, reports, drawings, figures, sales marketing, public relations, advertising and commerce plans, ideas, strategies, product and product designs, Intellectual Property Rights, know-how and trade secrets, in whatever form, disclosed by or on behalf of one Party to the other party in connection with these Conditions and/or use of the Platform, whether in written, oral, electronic or other form and which (i) is explicitly marked as confidential or proprietary, (ii) should reasonably be considered confidential, or (iii) is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as such. For the Client, inter alia the Client Data shall be deemed Confidential Information.
“Documentation” means any (technical) documentation relating to the use of the Platform as made available by Weshape from time to time.
“Effective Date” means the date on which the Client receives the registration confirmation, after completing the Online Registration Form.
“Fee” means the fees that the Client has paid or is required to pay for (i) the license to the platform, and/or (ii) the Services.
“Force Majeure” means any circumstance not in a Party's reasonable control, including, but not limited to unavailability of third parties; hacker attacks; denial of service attacks; virus or other malicious software attacks or infections; acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors; unavailability of third party servers.
“Intellectual Property Rights” means the following (non-exhaustive list): (i) copyright and related rights, patents, database rights, tradenames, trademarks, rights in software programs (both in object code and source code), designs, know-how and trade secrets (whether registered or unregistered); (ii) applications for registration, including the right to apply for registration for any of these rights; and (iii) all other equivalent or similar forms of protection of intellectual or industrial property existing anywhere in the world.
“Office Hours” means Monday through Friday from 9:00 a.m. to 5 p.m. Weekend days and official holidays in Belgium are not included.
“Online Registration Form” means the online registration form that must be completed by the Client in order to create an account on the Platform.
“Personnel” means an employee, director, agent, consultant, subcontractor, or any other third-party representative of a Party, or working under its control.
“Platform” means Weshape’s Platform accessible via www.weshape.today and/or through a mobile application, developed, maintained and managed by Weshape, allowing the Client to upload and store content including, but not limited to pictures, videos, data. The Platform also serves as a communication Platform, allowing Clients to communicate with other members of the Platform.
“Services” means any professional Services provided by Weshape to the Client in relation to the Platform, if any.
“Term” means the duration of these Conditions, depending on the Client’s subscription.
"Third Party Material" means material, such as software, or related Services used by Weshape in the context of the Platform, e.g. connected, embedded or otherwise included in the Platform or used for their functionality, or otherwise provided to the Client pursuant to the Conditions, in respect of which the rights, including Intellectual Property Rights, are owned by a third party. This may also include third party hosting or cloud provider services.
The headings to the clauses are for convenience only and shall not affect the interpretation of the Conditions. The single shall include the plural and vice versa, references to any statute includes a reference to that statute as amended from time to time; and any phrase introduced by including, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the words, phrase or term preceding those terms.
2. LICENSE
2.1 Subject to the conditions and restrictions set forth in these Conditions and upon timely payment of the fees (if any) Weshape grants to the Client (and, through the terms of use, its Authorized Users) a personal, revocable, non-exclusive, non-transferable, non-sublicensable license (unless as otherwise provided for), on a worldwide basis,, to access and use the Platform, for internal business purposes.
2.2 Notwithstanding the license granted herein, Weshape and its licensors retain the unrestricted right, to sell, directly or through resellers, (licenses to) the Platform to other clients. Nothing herein will be deemed to create an exclusive relationship between Weshape and the Client.
2.3 The right to access and use the Platform automatically terminates upon the termination of the contractual relationship between the Parties, regardless of the underlying reason of that termination.
3. ACCESS TO THE PLATFORM
3.1 The Client must create an account by completing the Online Registration Form and accepting these Conditions, upon which the Client may gain access to the Platform. Registration shall only be deemed complete and the legal agreement between the Parties shall only be deemed concluded once the registration is confirmed by Weshape via a confirmation e-mail. Weshape is entitled to refuse confirmation at its sole discretion. The Client must contact support@weshape.today if there are any issues during the registration process.
3.2 The Client shall have administration rights through its account, enabling the Client to invite and remove Authorized Users from the Platform and manage their user rights.
Each Authorized User, and more generally, each person accessing the Platform, shall be requested to accept the terms of use and Privacy Policy upon first use of the Platform. The Client is solely responsible for the acts and omissions of its Authorized Users.
3.3 When creating an account on the Platform, the Client (and the Authorized Users) must, to the extent applicable, choose a sufficiently complex password. This password must be kept confidential and must be changed regularly to maintain account security. The Client bears full responsibility for all activities conducted under its account credentials, this includes but is not limited to, illegitimate and unauthorized activities (e.g. via hacking of account details), and must immediately notify Weshape of any (suspicion of) unauthorized use or security breach. Weshape cannot be held liable for any damages incurred by the Client in this regard.
4. SERVICES
4.1 Weshape may provide Services related to the Platform against payment of a fee on a time and material basis at the rate applicable at the moment of the request for said Services.
4.2 Weshape shall provide the Services to the best of its ability, and in complete independence, planning its activities at its own discretion. This independence constitutes an essential element of these Conditions, without which the Parties would not have concluded it. Under no circumstances shall these Conditions be interpreted as an employment contract or commercial agency between the Client and (the person(s) assigned by) Weshape.
5. CLIENT’S GENERAL UNDERTAKINGS
5.1 The Client undertakes at all times, while using the Platform:
- to comply with these Conditions, the Documentation and any additional instructions provided by Weshape from time to time regarding the use of the Platform;
- to cooperate with Weshape by complying with all other reasonable requests by Weshape.
- to comply with any applicable local, national or international regulations, laws and implementing acts;
- to behave respectfully towards others; and
- to refrain from publishing or otherwise disseminating harmful or defamatory information with respect to the Platform or Weshape.
5.2 The Client expressly agrees that it shall not, either directly or indirectly (this includes, without limitation, through the actions of any affiliate, agent, subcontractor, or in general any third party acting under its responsibility):
- use the Platform in any unlawful, illegal, fraudulent or harmful manner, for any unlawful purpose, or in any manner inconsistent with these Conditions, or for any other purpose than its internal business purposes;
- act fraudulently or maliciously (e.g., by hacking or inserting malicious code or other items of a destructive or deceptive nature, such as viruses or harmful data, into the Platform or any operating system);
- sell, assign, lease, commercialize, rent, display, sublicense, transfer, provide, disclose, or otherwise make available to, or permit access to the Platform, in whole or in part, to (or by) any third party, except as expressly permitted by Weshape;
- attempt to) decompile, disassemble, translate, duplicate, modify, alter, reverse engineer, reconstruct, identify or discover, copy or create derivatives based upon the underlying source code, ideas, user interface techniques or algorithms of the Platform or Documentation by any means (except to the extent such restriction is allowed under applicable law);
- take any action that would cause the Platform or underlying source code to be placed in the public domain;
- alter, remove, or obscure any copyright notice, proprietary legends or other notice(s) incorporated in the Platform or Documentation;
- violate the (intellectual property or privacy) rights of other users or try to collect or harvest any (personal) data of other users or any other information available in the Platform or our systems or attempt to decipher any transmissions to or from the servers running the Platform (by using a ‘robot’, ‘spider’, ‘crawler’, search or retrieval applications, or any other (automatic) tools, processes or methods);
- republish or redistribute any content or material from the Platform;
- collect or harvest any information or data from the Platform or our systems or attempt to decipher any transmissions to or from the servers running the Platform;
- work around any technical or security limitation vested in the Platform;
- impersonate as another person or entity or try to access an account from another person;
- distribute fake, misleading or otherwise harmful information via the Platform;
- transmit any information or data that can be regarded as offensive, disrespectful, insulting, defamatory, threatening, obscene, racist, sexual or otherwise objectionable;
- use the Platform in a manner that exceeds reasonable or intended usage limits, including by uploading or processing excessive amounts of data or disproportionately large files, or otherwise use the Platform in a way that could damage, overburden, impair or compromise our systems or security or affect the performance, availability or stability of the Platform (obligation of fair use).
6. CLIENT DATA
6.1 The Client acknowledges that for the proper functioning of the Platform, Client Data must be uploaded. This can be done manually or via an API, as applicable. The provision of this Client Data shall comply with the formats and standards as provided by Weshape.
6.2 The Client Data remains the exclusive property of the Client (or its licensors). The Client hereby grants Weshape a royalty-free, worldwide, transferable, non-exclusive license to copy, export, adapt, edit and translate the Client Data to the extent reasonably required for the performance of Weshape’s obligations and the exercise of Weshape’s rights under these Conditions. Weshape may use any Client Data for monitoring and analytical purposes, including in the context of monitoring fair use of the Platform and optimizing performance of the Platform. The Client also grants Weshape the right to sub-license these rights to its hosting, connectivity, telecommunications or other third party service providers to the extent reasonably required for the performance of Weshape’s obligations and the exercise of Weshape’s rights under these Conditions.
6.3 The Client warrants to Weshape that (i) it holds all rights and title to disclose the Client Data in this context, (ii) the Client Data shall not infringe the Intellectual Property Rights or other legal rights of any third party, and shall not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law; (iii) the Client Data shall not be deceptive, defamatory or unlawful; and/or (iii) contain any viruses, worms or other malicious computer programming codes intended to damage Weshape’s system or data. Weshape is entitled to edit or remove any Client Data on becoming aware that it is incorrect, incomplete or in violation of these Conditions or any applicable law.
6.4 The Client agrees to promptly update or correct any Client Data submitted to the Platform upon becoming aware of an inaccuracy or (possible) infringement.
6.5 Weshape shall not be liable for any damages or liability resulting from Client Data inputted in the Platform and/or any action or decision taken based on Platform output. The Client shall indemnify and hold Weshape harmless against any loss or damage suffered arising out of or in connection with the Client Data the Client provides.
6.6 The Client is responsible for the safety and security of the Client Data and for retaining a back up of the original Client Data, in order to avoid loss and/or corruption of the Client Data.
7. WARRANTY AND THIRD PARTY MATERIAL
7.1 Weshape’s obligations under these Conditions are obligations of means, and the Platform is provided “as is”. Other than the warranties expressly set forth in these Conditions, Weshape expressly disclaims, to the fullest extent permitted under applicable law, all warranties express or implied, including any warranties of merchantability, non-infringement, satisfactory quality and fitness for a particular purpose and that the Platform will be provided uninterrupted or error-free. Weshape expressly disclaims any warranty of non-infringement, or accuracy or completeness, operational criteria or parameters provided by the Client.
7.2 The Client acknowledges and accepts that the Platform may function using (i) Third Party Material which may be subject to third party terms and conditions and (ii) open source technology which shall, at all times, be subject to the applicable open source (license) agreements. The Client acknowledges that, where relevant, such third party terms and conditions or (license) agreement shall directly apply. Weshape can in no event be held liable for any Third Party Material.
7.3 The Client acknowledges and accepts that the Third Party Material may also include AI systems. In this context the Client:
- acknowledges and agrees that it is solely responsible for the lawful deployment thereof within its organization, including, but not limited to, the use thereof by its personnel or any other person involved in the use of the Platform, such as Authorized Users;
- shall inform all users of the Platform in this regard and shall take measures to guarantee, to the best of its ability, a sufficient level of AI literacy, taking into account the technical knowledge, experience, education, and training of the users, as well as the context in which the AI systems are to be used;
- warrants that it has all rights, licenses, and permissions required to provide input to the AI systems;
- acknowledges that any input provided by the Client through the Platform, may be used by Weshape to improve the AI system and that Weshape may use data obtained from third party sources during the development and/or improvement of the AI system and Weshape does not guarantee in any way the accuracy, completeness or lawfulness of such data and shall not be liable for any damages resulting from the use thereof; and
- acknowledges and agrees to be fully aware that the output generated by an AI system is not unique and that similar content may be generated for other users. Such output is provided for informational purposes only and should not be relied upon or acted upon without in-depth human analysis or further human assessment of the context in which the output is intended to be used. The Client shall at all times be solely responsible for any consequences, physical, legal or other, arising from the use of this output.
8. AVAILABILITY AND MODIFICATIONS TO THE PLATFORM
8.1 Weshape will make commercially reasonable efforts to ensure the continued availability of the Platform. However, Weshape does not guarantee that the Platform will be accessible or available at all times, in all locations or on all user devices. The Platform may be unavailable from time to time due to maintenance activities performed by Weshape or its hosting provider, whether scheduled or unscheduled. Weshape is also entitled to modify the Platform from time to time, including, but not limited to improving performance, enhancing functionalities, reflecting changes to the operating system or addressing security issues.
8.2 Where feasible, maintenance and modifications shall be carried out outside of regular Office Hours. Weshape will to the extent reasonably possible, inform the Client of any such maintenance or unavailability that is likely to affect the availability of the Platform or materially impact its performance, but the Client expressly acknowledges and agrees that maintenance and modifications can be done without any prior notification, if the
9. FINANCIAL TERMS
9.1 The Fees of Weshape are mentioned on the website www.weshape.today/pricing and vary depending on the subscription plan the Client chooses.
9.2 The Fees shall in principle be payable upfront, or as otherwise provided for on the Platform.
9.3 Unless explicitly indicated otherwise, Weshape shall have the right to send its invoices through peppol (where applicable) or electronically to the Client. Electronic invoices are considered received by the Client on the date they are sent by Weshape.
9.4 Upon penalty of forfeiture, any claim by Client relating to an invoice shall be sent within ten (10) calendar days of the date on the invoice. Such claim must be notified to Weshape in writing by e-mail stating the reason for the claim. If no claim is received within the specified period or if the claim only relates to a part of the invoice, the (undisputed part of the) invoice shall be deemed to have been accepted in full by Client.
9.5 Unless explicitly indicated otherwise, all Fees are expressed and payable in euro and exclusive of VAT.
9.6 Unless explicitly agreed otherwise in writing, the Client agrees to make all payments due to Weshape within fourteen (14) calendar days after invoice date by bank transfer on the account of Weshape as indicated on the invoice. Weshape reserves the right to suspend access to the Client’s account in the event of late payment, until full payment has been received.
9.7 If the Client fails to make a payment due to Weshape by the due date, the Client shall automatically have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause shall accrue each day at the legal interest rate of the Belgian Act of 2 August 2002 concerning late payment interests in commercial transactions. In addition, the outstanding amount shall be additionally increased by lump sum damages of ten (10) % of the outstanding amount, with a minimum of 250 EUR, as a result of the (extra)judicial enforcement of the Client’s payment obligation.
9.8 Weshape reserves the right to revise the applicable Fees, on an annual basis the 1st of January of each calendar year, on the basis of the Agoria DIGITAL index which is linked to the reference hourly wages in the technological industry published by the employers’ federation Agoria, using the following formula:
P = P0* [0.2 + 0.8 * (S/S0)], whereby:
“P” stands for the revised fee/price;
"P0" stands for the price/fee on the Effective Date;
“S0” shall be the national average reference wages in the digital and technological industry as published by Agoria (i.e. Agoria DIGITAL) ("Reference Salary") on the Effective Date available at www.agoria.be (or, if this index is no longer published, the index replacing it or failing such index);
“S” shall be the Reference Salary at the moment of revision;
and
"S/S0" shall be referred to as "Index”.
9.9 All payment obligations are final and non-refundable. All amounts payable to Weshape under the Conditions shall be paid without the right to set off or counterclaim.
10. INTELLECTUAL PROPERTY
10.1 Weshape exclusively owns and retains all rights, title, interest in and to, and ownership of all Intellectual Property Rights vested in or related to the Platform, Documentation and/or (results of) the Services, including but not limited to any enhancements, improvements or amendments thereto, any updates, new releases, new versions or modifications in respect thereof and/or any derivatives based thereon.
10.2 Except for what is explicitly determined in these Conditions, nothing in these Conditions grants the Client, or any third party, any other right or Intellectual Property Rights in or over the Platform, Documentation and/or (results of) the Services.
11. CONFIDENTIALITY
11.1 Both Parties agree to treat all Confidential Information obtained in the course of the performance of these Conditions as confidential for the Term of the Conditions and for five (5) years thereafter. The receiving Party shall not, without the prior written consent of the disclosing Party, disclose such information to any third party, other than its Personnel, where such disclosure is necessary for the performance of these Conditions and provided that they are bound by confidentiality obligations at least as strict as those provided herein. Confidential Information disclosed in the context of the Conditions shall not be used by the receiving Party thereof for any purpose other than as required for the performance of its obligations under the Conditions or as otherwise allowed under this clause.
11.2 Each Party retains all rights and titles, including any intellectual and industrial rights, in and to the Confidential Information and except for the restricted rights set forth in these Conditions, no Party is granted any usage rights in the Confidential Information by virtue of the Conditions.
11.3 The provisions of this clause shall not apply to any Confidential Information which: (i) is published or comes into the public domain other than by a breach of the Conditions; (ii) can be proven to have been known by the receiving Party before disclosure by the disclosing Party; (iii) is lawfully obtained from a third party that is not bound by a duty of confidentiality; or (iv) can be shown to have been created by the receiving Party independently of the disclosure and other than as part of the project.
11.4 If disclosure of Confidential Information is required by a judicial or governmental order, or is necessary to protect or enforce its rights under these Conditions or against a third party, the receiving Party may disclose such information, provided that the receiving Party (i) gives the disclosing Party reasonable written notice prior to seek a protective order or equivalent, where relevant, unless the receiving Party is legally prohibited from doing so; (ii) reasonably cooperates with the disclosing Party in its reasonable efforts to obtain a protective order or other appropriate remedy where applicable; (iii) discloses only that portion of the Confidential Information that it is required to disclose; and (iv) uses reasonable efforts to obtain reliable written assurances from the third party recipient, such as a judicial or governmental entity, that it will treat the Confidential Information confidential.
11.5 Both Parties shall implement appropriate measures to protect the Confidential Information of de disclosing Party.
11.6 Each breach of this clause shall entitle the disclosing Party to lump-sum damages of 5.000 EUR per breach, without the need for the disclosing Party to prove actual damage or the need for the disclosing Party to obtain a court order, and without prejudice to any right of the disclosing Party (i) to enforce the compliance with this clause through court proceedings; and (ii) to recover actual damages in excess of the aforementioned lump sum amount, where applicable. Parties agree that this clause, including the aforementioned lump sum damage is reasonable given the importance of this clause for the disclosing Party to safeguard its interests. In case a part of this clause would be interpreted as too broad it will be reduced to the maximum allowed under the applicable law and closest to what Parties initially intended.
12. LIMITATION OF LIABILITY
12.1 References to liability in this clause include all forms of liability arising under or in connection with these Conditions, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 Nothing in the Conditions excludes or limits any liability which cannot legally be excluded or limited, including liability for (i) death or personal injury caused by fault; (ii) fraud or fraudulent misrepresentation; or (iii) deliberate default.
12.3 To the maximum extent permitted under applicable law, Weshape shall not be liable for any indirect damages, including, without begin exhaustive, loss of revenue, (business) opportunity, profit, contracts, customers or goodwill, loss or impairment of (personal) data (including Customer Data), reputational or other commercial damage, whether arising from negligence, breach of contract or of statutory duty or otherwise.
12.4 To the maximum extent permitted under applicable law and without prejudice to the generality of the foregoing, in all cases, Weshape’s liability shall be excluded if the Client used the Platform in a manner inconsistent with these Conditions (including the Documentation).
12.5 Weshape’s total liability to the Client arising under or in connection with the Conditions shall be limited to the total amount paid by the Client pursuant to the Conditions during the six (6) month period preceding a liability claim (or the pro rata equivalent thereof in case the Client pays on an annual basis). The Client hereby releases Weshape from all liability above and beyond the aforesaid limitation of liability.
12.6 The Client agrees to indemnify, hold harmless and, at Weshape’s first request, defend Weshape from and against any and all third party claims, liabilities, losses, damages, expenses and costs arising out of, in connection with or relating to the use of the Platform by the Client (or anyone else acting under its control or responsibility) under these Conditions.
12.7 Unless as otherwise provided for under the Conditions, the Client agrees and accepts to hold Weshape liable on a contractual basis only for breaches and errors under or in connection with the Conditions and not on an extra-contractual basis. Moreover, the Client agrees and accepts not to hold the Personnel or any other auxiliary persons of Weshape personally liable for, or in connection with these Conditions. Any (liability) claim (including any extracontractual liability claim) for, or in connection with the Conditions shall be brought by the Client solely against Weshape. This is a third-party clause for the benefit of, and which can be invoked by, Weshape’s Personnel or any other auxiliary persons directly against the Client or any other third party.
12.8 In case of an event beyond the control of the Parties, compromising the performance of these Conditions to the point of rendering prejudicial the Parties’ performance of their obligations, the Parties agree to negotiate an amendment to the Conditions in good faith, which can also include pricing (in particular a Fee increase). The Party invoking the event of hardship is entitled to suspend the performance of the Conditions during these negotiations, without any compensation being due to the other Party. If the Parties fail to reach an agreement within forty-five (45) calendar days, either Party is entitled to terminate the Conditions, in writing, without intervention of a judge and without any compensation being due to the other Party. This clause shall be interpreted in accordance with article 5.74 of the Belgian Civil Code.
13. DATA PROTECTION
13.1 Each Party shall comply with its obligations under the applicable data protection legislation and shall ensure compliance by its Personnel.
13.2 With regard to any personal data processed in the context of the provision of the Platform Weshape shall act as the Client’s processor in accordance with the data processing agreement included in Schedule 1 (Data Processing Agreement).
13.3 The Client represents and warrants that it has the legal right to disclose any personal data to Weshape under or in connection with the Conditions, and that there is a valid legal ground for such processing and disclosure. The Client undertakes to sufficiently inform all data subjects, in accordance with applicable law, about the processing of their personal data by Weshape.
13.4 For the processing of personal data by Weshape in its role of controller of the Client’s representatives, Weshape refers to its Privacy Policy.
14. TERM AND TERMINATION
14.1 The Conditions commence on the Effective Date for a duration of one (1) month or one (1) year, depending on the subscription plan the Client choses, and shall automatically renew for successive Terms of the same duration, unless either Party terminates the Conditions in accordance with clause 14.2.
14.2 Each Party may terminate these Conditions at any time by giving the other Party prior written notice. For a yearly subscription, a notice period of at least two (2) months applies. For a monthly subscription, each Party may terminate these Conditions at any time. Written notice of termination given prior to the 25th of each month shall take effect at the end of the month in which notice is given. Written notice of termination given after the 25th of the month shall take effect at the end of the following calendar month.
14.3 Weshape may at its discretion suspend or immediately terminate the Conditions, without prior default notice or court intervention, and without any damages being due, by written notice to the Client:
- in the event Client’s financial position deteriorates to such an extent that, in the reasonable opinion of the Weshape, the capability of Client to fulfill its obligations hereunder has been placed in jeopardy or if Client suffers a material adverse change in its financial position or trading reputation; or
- in the event the Client violates the Weshape’s Intellectual Property Rights or Confidential Information;
- in the event there is a change of control of the Client;
- the Client materially breaches these Conditions and fails to cure such breach within fourteen (14) calendar days from receipt of a default notice from Weshape.
14.4 Upon expiration or termination of the Conditions:
- the payment obligations of the Client under these Conditions shall survive termination, and all outstanding invoices shall remain or become due and immediately payable;
- Weshape will immediately deny the Client access to the Platform;
- any API connection that was established with the Client’s systems shall immediately be terminated;
- to the extent relevant all Client Data shall be exported by Weshape and provided in a format of Weshape’s choice to the Client;
- additional exit Services may be provided upon the Client’s request against payment of a fee on a time and material basis at the then applicable rates.
15. MISCELLANEOUS
15.1 Force majeure. Neither Party shall be liable or deemed to be in default for any delay or failure in performance under the Conditions, except for the payment of any sums due hereunder, resulting from a Force Majeure Event. If the period of failure or delay continues for sixty (60) calendar days, either Party may terminate the Conditions by giving fourteen (14) calendar days written notice to the other Party. If a Party refers to a Force Majeure Event, it must immediately inform the other Party of the nature thereof, stating the date when the Force Majeure Event comes or has come into effect.
15.2 Subcontracting. Weshape shall be entitled to subcontract any of its rights or obligations under these Conditions in whole or in part, without the need to inform or obtain prior consent from the Client. Weshape remains fully responsible for the performance of its subcontractors in accordance with these Conditions, unless agreed otherwise in writing.
15.3 Governing law and jurisdiction. These Conditions shall be governed by and construed in accordance with the laws of Belgium, excluding any conflict of laws principles. Any dispute, controversy, interpretation issue or claim arising out of or in connection with these Conditions shall be submitted to the exclusive jurisdiction of the courts of Antwerp, provided that in the event of a dispute arising hereunder, the Parties shall first attempt to amicably and in good faith settle such dispute.
15.4 Entire agreement and amendments. These Conditions constitutes the entire understanding of the Parties, with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. The Conditions may not be modified except in writing and signed by a duly authorized representative of each of the Parties.
15.5 Assignment and other dealings. Weshape may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Conditions. The Client may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Conditions without the prior written consent of Weshape.
15.6 Severability. If any provision of these Conditions is deemed to be invalid or unenforceable (in whole or in part), such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of the Conditions. The Parties shall use best efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect.
15.7 Waiver. Failure or delay in exercising any right or remedy provided by these Conditions or by law does not constitute a waiver of that right or remedy, nor a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by these Conditions or by law shall prevent a further exercise of the right or remedy or the exercise of another right or remedy.
15.8 Expenses. Unless otherwise agreed in writing, each Party is responsible for its own costs and expenses of carrying out its obligations under these Conditions.
15.9 Notices. Unless explicitly stated otherwise, any notice required to be served by these Conditions shall be given in writing and in first instance by electronic mail. Electronic notices shall only be valid if sent to support@weshape.today if addressed to Weshape.
15.10 Electronic signature. The Client agrees that these Conditions may be accepted and signed through electronic signature technology (including e.g. an “opt-in”, through a box to be ticked or a slidebar), constituting the legally binding equivalent to a handwritten signature. You will not repudiate the validity of the electronic signature.
Last updated: 27 June 2026
Schedule 1: Data Processing Agreement
Data Processing Agreement
1. About this Data Processing Agreement
1.1 This Data Processing Agreement (“DPA”) forms an integral part of the Conditions between the Parties and shall be governed by the provisions thereof.
1.2 In the performance of the Conditions, Weshape will receive and process Client Data, including Personal Data in accordance with the instructions and purpose defined by the Client. This DPA sets forth the terms and conditions pursuant to which Weshape processes the Client’s Personal Data as a Processor in the framework of the Conditions.
1.3 Parties acknowledge that specific legislation applies to the processing of Personal Data in relation to the Conditions. Such legislation includes, among others, the GDPR (including implementing laws, if applicable) and the Belgian Privacy Act.
1.4 This DPA supersedes and replaces all previous agreements made in respect of processing Personal Data and data protection.
2. Definitions and interpretation
2.1 Capitalized terms used in this DPA shall have the meaning as set out in this section or under the Conditions. Terms also defined in the GDPR or any other applicable legislation shall be interpreted in accordance with the meaning given to them in the GDPR or such applicable legislation. Capitalized terms not defined in this DPA shall have the meaning given to them in these Conditions.
“Belgian Privacy Act” means the Belgian act of July 30th, 2018 regarding the protection of natural persons in respect of processing of personal data.
“Business Purposes” means the performance of the Conditions and/or any other purpose specifically identified in the Data Processing Details in Annex 1.
“Data Processing Details” means Annex 1 to this DPA including information such as the purpose, object and nature of processing and the kind of Personal Data being processed, also including the instructions given by the Client.
“Data Protection Legislation” means the Belgian and European data protection laws including the GDPR (and any applicable implementation legislation under Belgian law).
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
“Supervisory Authority” refers to the independent government body who is responsible for monitoring the application of GDPR.
Controller, Data Protection Impact Assessment, Data Subject, Personal Data, Personal Data Breach, process(ing) and (Sub-)Processor shall have the same meaning as in the GDPR.
2. In the case of conflict or ambiguity between:
a) any provision contained in the body of this DPA and any provision contained in the Data Processing Details, the provision in the Data Processing Details will prevail; and
b) any of the provisions of this DPA and the provisions of the Conditions, the provisions of this DPA will prevail.
3. Personal Data types and processing purposes
3.1 The Client remains responsible for its compliance obligations under the applicable Data Protection Legislation, including providing any required notices and obtaining any required consents and for the processing instructions it gives to Weshape. The Client shall inform Weshape of any additional national and/or sector-specific mandatory legislation that applies to the processing by Weshape on behalf of the Client.
3.2 The Data Processing Details shall describe the nature and purpose of processing, the retention term(s) and the Personal Data categories and Data Subject types in respect of which Weshape may process to fulfil the Business Purposes.
4. Weshape’s obligations
4.1 Weshape will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes and in accordance with the Client's written instructions (including any additional purposes set forth in the Data Processing Details). Weshape must promptly notify the Client if, in its opinion, the Client's instruction would not comply with the Data Protection Legislation. In said event, Weshape shall have the possibility to (i) suspend the implementation of the instruction in question until the Client confirms, modifies or withdraws its instruction, or (ii) to terminate, without damages or compensation being due, the Conditions, if, after consultation, the Client persists in the breach or the unlawful instruction.
4.2 Weshape will reasonably and to the best of its abilities assist the Client in meeting the Client's compliance obligations under the Data Protection Legislation, taking into account the nature of Weshape’s processing and the information available to Weshape, including in relation to Data Subject rights, Data Protection Impact Assessments and reporting to and consulting with Supervisory Authorities under the Data Protection Legislation.
4.3 The Client shall reimburse Weshape in accordance with clause 12 of this DPA for services rendered in connection with this Clause, unless this assistance is the result of a proven non-compliance by Weshape with this DPA or the Data Protection Legislation.
5. Confidentiality
5.1 Weshape shall ensure that all Personnel who are authorized to Process the Personal Data:
a) are bound by appropriate confidentiality obligations and usage restrictions in respect of Personal Data; and
b) are aware of Weshape’s obligations and their own individual obligations pursuant to the Data Protection Legislation.
6. Security
6.1 Weshape will invest best efforts to implement appropriate technical and organisational measures, in accordance with article 32 of the GDPR, against unauthorized or unlawful processing, access, disclosure, copying, modification, storage, reproduction, display or distribution of Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data, as further described in Annex 2. In assessing the appropriate level of security, due account shall be taken of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the Data Subjects.
6.2 The Client shall provide sufficient guarantees regarding the implementation of appropriate technical and organisational measures so that the processing complies with the requirements set out in the GDPR and so that the protection of the rights of Data Subjects is ensured. In particular, the Client shall only make Personal Data available to Weshape for processing if it has verified that the appropriate security measures are in place.
6.3 If the Client requests that Weshape implements specific technical and organizational measures, to the extend Weshape does not have equivalent measures in place, the Client shall reimburse Weshape for implementing such measures, according to clause 12.
7. Personal Data Breach
7.1 Weshape will as soon as reasonably possible notify the Client after it becomes aware of a Personal Data Breach and provide the Client with the following information (to the extent available to Weshape):
a) a description of its nature, including the categories and approximate number of both Data Subjects and Personal Data records affected;
b) the details of a contact point where more information concerning the Personal Data Breach can be obtained;
c) the likely consequences;
d) the (alleged) cause, the date on which the Personal Data Breach occurred (if no exact date is known: the period within which the Personal Data Breach occurred) and the date and time on which the breach became known to Weshape or to a Sub-Processor engaged by it; and
e) a description of the measures taken or proposed to be taken to address the Personal Data Breach, including measures to mitigate its possible adverse effects.
Where and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and Weshape shall invest best efforts to subsequently provide further information as it becomes available . The Client acknowledges that such an investigation may take time and that not all information may be available promptly after the occurrence of a Personal Data Breach.
7.2 As soon as reasonably possible following a Personal Data Breach, the Parties will coordinate with each other to investigate the matter. Weshape will reasonably and to the best of its abilities cooperate with the Client in dealing with the Personal Data Breach, including:
a) assisting with any investigation; and
b) taking reasonable and prompt steps to mitigate the effects and to minimize any damage caused by the Personal Data Breach.
7.3 Weshape will refrain from notifying any third party of any Personal Data Breach without first obtaining the Client's prior written consent, unless it is required to do so by law. It is and remains the responsibility of the Client to report (if applicable) a Personal Data Breach to the Supervisory Authority or the Data Subject.
7.4 The Client shall reimburse Weshape, in accordance with clause 12 of this DPA, for services rendered in connection with this clause 7 all reasonable expenses associated with Weshape’s performance under this clause 7, unless the matter arose from Weshape’s negligence, wilful misconduct or breach of this DPA.
8. Transfer of Personal Data
8.1 The Client acknowledges and accepts that Weshape may process Personal Data, e.g. through its Sub-Processors, in third countries located outside the EEA.
In such an event Weshape and the Sub-Processor shall ensure compliance with Chapter V of the GDPR e.g. by using standard contractual clauses adopted by the European Commission in accordance with clause 46(2) of the GDPR and/or other instruments approved by the European Commission that ensure that the transfer of Personal Data to a country outside the EEA complies with appropriate safeguards as required by the GDPR.
9. Sub-Processor
9.1 Weshape is entitled to engage a third party to process the Personal Data. Weshape shall enter into a written agreement with the Sub-Processor, that contains terms substantially the same as those set out in this DPA, particularly with respect to the implementation of appropriate technical and organisational data security measures
9.2 Weshape shall inform the Client of any intended changes concerning the addition or replacement of Sub-Processors, thereby giving the Client the opportunity to object to such changes. The Client must object to such appointment in writing and on reasonable and evidenced grounds.
10. Complaints, Data Subject requests and third-party rights
10.1 Weshape shall to the best of its abilities implement technical and organisational measures to promptly provide the Client with any information reasonably required to enable the Client to comply with:
a) the rights of Data Subjects under the Data Protection Legislation, including the right to access, the right to rectify and erase personal data, object to the processing and automated processing of Personal Data, and restrict the processing of Personal Data; and
b) information or assessment notices served on the Client by any Supervisory Authority under the Data Protection Legislation.
10.2 Weshape shall notify the Client without undue delay if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their related rights under the Data Protection Legislation.
10.3 Weshape will reasonably, and to the best of its abilities cooperate with, and assist, the Client in responding to any complaint, notice, communication or Data Subject request.
10.4 For the avoidance of doubt, it is and remains the responsibility of the Client to respond to, and answer the Data Subject or third party requests. Weshape shall not respond to such request itself, unless expressly authorized in writing to do so by the Client.
10.5 The Client shall reimburse Weshape for all services rendered under this Clause in accordance with Clause 12 of this DPA.
11. Term and termination
11.1 This DPA will remain in full force and effect so long as:
a) the Conditions remain in effect; or
b) Weshape retains any Personal Data related to the Conditions in its possession (“DPA Term”).
11.2 Any provision of this DPA that expressly or by implication should come or continue into force on or after termination of the Conditions (including, but not limited to article 13.1) will remain in full force and effect.
12. Costs
12.2 The services or assistance performed under this DPA for which Weshape may charge the Client, will be deemed Services under the Conditions, and will be charged on the basis of the amount of hours worked and Weshape’s current standard hourly rates. Upon request, Weshape shall inform the Client of its standard rates.
12.3 All payments by the Client to Weshape shall be executed in accordance with the terms of the Conditions.
13. Data return and destruction
13.1 Upon termination of the Conditions, for any reason, or expiry of the DPA Term, Weshape will securely delete or destroy or, if directed in writing by the Client, return and not retain, all or any Personal Data in its possession pursuant to the Conditions or this DPA, except to the extent Weshape must retain such Personal Data for a longer term pursuant to applicable law, as otherwise required by the circumstances (e.g. in context of litigation) or if technically unfeasible.
14. Audit
14.1 Each Party shall allow the other Party and its authorized auditors to perform audits regarding the compliance by a Party with its obligations under this DPA and the applicable legislation in respect of data protection.
14.2 Each Party shall notify, in writing, the other Party of its intention to perform an audit. This written notice shall be given at least thirty (30) calendar days before its intention to perform an audit, and may not take place more than once every contract year. The audit shall take place during the normal business hours and shall not unreasonably interfere with the business activities of the other Party.
14.3 The confidentiality obligations of the Parties with respect to third parties must be taken into account when conducting such an audit. Both the Parties and their auditors must keep the information collected in connection with an audit secret and use it exclusively to verify the compliance by the other Party with this and applicable laws and regulations in respect of data protection. Each Party shall have the right to require the other Party and any third-party auditor to enter into a non-disclosure agreement prior to performing the audit.
14.4 Each Party shall use its best efforts to cooperate with those audits and to make available all information necessary to demonstrate compliance with the obligations under this DPA and the Data Protection Legislation. A Party shall immediately inform the other Party if, in its opinion, an instruction infringes the applicable legislation.
14.5 Each Party and where applicable their representatives, shall cooperate, upon request, with the Supervisory Authority in the performance of its tasks.
14.6 The findings of the audit will be assessed by the Parties in mutual consultation and will, if necessary, lead to the implementation of adjustments by one or by both Parties jointly, insofar as this is reasonable in the context of the performance of the Conditions. The relevant Party shall have the possibility to (i) suspend the implementation of the instruction in question until the other Party confirms, modifies or withdraws its instruction, or (ii) to terminate the Conditions or cooperation, if, after consultation, the Party persists in the breach or the unlawful instruction.
14.7 Any audit shall be conducted at the auditing Party’s cost, unless the audit reveals a breach of the Conditions by the Party being audited.
15. Notice of default
15.1 When Weshape fails to comply with its obligations under this DPA, the Client shall first send a registered notice of default. This notice shall clearly mention the defaults that occurred, and, if redress is possible, a proposal of remedial measures and a reasonable term for their implementation.
16. Liability
16.1 To the maximum extent permitted under applicable law, any limitations and/or exclusions of liability in the Conditions are applicable to this DPA. Weshape shall only be liable under these provisions if it has (i) failed to comply with its specific obligations under the GDPR, or (ii) acted outside or in violation of the lawful instructions of the Client.
17. Other Provisions
17.1 The provisions of the Conditions concerning (amongst others) amendments, severability, applicable law and jurisdiction are applicable to this DPA.
ANNEXES:
- Annex 1: Data processing details
- Annex 2: Technical and organisational measures
Annex 1 Data processing details
Purposes and specific instructions regarding the processing |
|
Nature of the processing |
|
Categories of Data Subjects |
|
Categories of Personal Data |
|
Retention period |
|
Contact information for the person responsible for data protection compliance |
Contact details Client Reference is made to the Client’s contact details as provided for in the Online Registration Form Contact details Weshape privacy@weshape.today |
List of Sub-Processors |
The Client has authorized the use of the following Sub-Processors:
|
Transfer(s) of Personal Data |
Category recipients of personal data outside the EEA:
|
Annex 2 Technical and organisational measures
Weshape takes the following technical and organisational measures, this is a non-exhaustive list:
- Pseudonymization and encryption of personal data
- Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
- Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
- Measures for user identification and authorization
- Measures for the protection of data during transmission
- Measures for the protection of data during storage
- Measures for ensuring events logging
- Measures for ensuring system configuration, including default configuration
- Measures for ensuring accountability
- Measures for allowing data portability and ensuring erasure.
Weshape is committed to ensuring that Personal Data is protected at all levels - technical, physical, and organisational. Weshape’s organisational measures and security practices are continuously reviewed and updated to address evolving threats and maintain a high level of data security and privacy. Despite the above described measures, the Parties hereby acknowledge that there are always risks associated with sending Personal Data over the internet and that the security and protection of Personal Data can never be fully guaranteed, nor can it be guaranteed that unauthorized third parties will never be able to defeat those measures or use the Personal Data processed by Weshape for improper purposes.
Any Sub-Processors shall implement mutatis mutandis (and to the maximum extent applicable for the scope of their services and obligations) the technical and organisational measures as defined in this Annex 2, or such other measures resulting in an equivalent or higher level of protection of Personal Data as deemed useful or necessary by such Sub-Processors. Upon request from the Client, Weshape can request its Sub-Processors to provide the latest version of the implemented technical and organisational measures by said Sub-Processor.