Public Offer Agreement — Portugal

KIT CERVICOS, UNIPESSOAL LDA, a limited liability company with registered office at Rua Zeca Afonso, n.º 10, Loja Esquerda, District: Lisbon County: Loures Parish: Santa Iria de Azoia, São João da Talha e Bobadela, 2690 - 395 Santa Iria de Azóia with Registration Number/NIPC: 518217566, hereinafter referred to as COMPANY with connection to WE53CY LIMITED (Republic of Cyprus) and website https://we53.io

Effective Date: June 12, 2024 - Version: 0.2; Last updated: 05 March 2025

PUBLIC OFFER AGREEMENT AND TERMS AND CONDITIONS

This Public Offering Agreement (hereinafter referred to as the AGREEMENT) governs the terms and conditions for the services provided by the COMPANY. This AGREEMENT is accepted as a web-based document and does not require signature by the parties.

The Client automatically affirms full acceptance of the AGREEMENT by registering the Client Profile on the Company's website and remains valid until terminated by either party on the terms set forth herein.

PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS DESCRIBED BELOW, YOU REFUSE TO ENTER INTO THIS PUBLIC OFFER AGREEMENT AND USE THE COMPANY'S SERVICES.

This Public Offer Agreement is an official Offer of KIT CERVICOS, UNIPESSOAL LDA, A commercial limited liability company with registered office at Rua Zeca Afonso, n.º 10, Loja Esquerda, District: Lisbon County: Loures Parish: Santa Iria de Azoia, São João da Talha e Bobadela, 2690 - 395 Santa Iria de Azóia with Registration No./NIPC: 518217566, in connection with WE53CY LIMITED (Republic of Cyprus) and website https://we53.io/index.html (hereinafter referred to as – "Company"; "we"), addressed to potential Users, through which a license agreement for the "WE53" platform is concluded on the granting of the right of use under the following terms and conditions.

This Agreement is always available on the mobile app and the Website, but we also recommend that you download and retain a copy for your reference.

DEFINITIONS

Agreement – an agreement entered into between the Company and the User under the terms set forth herein.
User (you) – a person who has adhered to the Agreement and received access to the "WE53" platform, as well as accepted the Power Bank for temporary use upon payment in accordance with the terms of the Agreement.
Companies – are entities that have a sublicense to use the "WE53" platform for business purposes.
Power Bank Rental Station (Station) – a device that provides the issuance and reception of Power Banks to Users.
Power Bank – a portable charger (battery) for mobile devices.
Mobile application "WE53" (mobile application) – a software program designed to register a User, search for Power Bank Rental Stations on the map, obtain a Power Bank to rent, manage settings and obtain the necessary information when using the Power Bank, and available for download through the following app stores: App Store (itunes.apple.com) and Google Play (play.google.com).
"WE53" platform – a unified complex of developed software and hardware that includes a number of interrelated objects (software and technical developments), as well as the "WE53" mobile application, the Power Bank Rental Stations and Power Banks.
Parties - the Company and the User.
Personal Account – a private section of the "WE53" mobile application that contains the User's personal data and information about the rental and services purchased by the User.
Website – https://we53.io/

1. OBJECT

The Company undertakes to provide the User, upon request, with access to the "WE53" platform, through which the User has the opportunity to use a Power Bank upon payment of a temporary user fee under the terms of this Agreement.
By accepting the Offer due to the order specified in section 2 hereof, the User fully agrees to all provisions of this Offer and enters into the Agreement.
A detailed description of the Power Bank rental process, the price of the Contract, possible discounts, technical requirements for the equipment and/or software of the User who wishes to use the "WE53" platform, are presented in the Mobile application. This information forms an integral part of the Agreement. The User confirms that, prior to entering into the Agreement, he/she has read the specified information, understands its content and agrees to it. By performing the actions specified in Section 3 hereof, the User enters into an Agreement.
The Company has the right to involve third parties in the process of performing the Agreement, at its discretion, without the User's consent.
The User, who has not read the terms of the Agreement in time, assumes all risks of adverse consequences associated with it.
The Company grants the User a limited, revocable, non-exclusive, non-transferable license for the right to use the "WE53" platform in the territory of Portugal.

2. ACCEPTANCE AND CONTRACTING OF THE OFFER

You accept the Offer by:

fill out the registration form via the WhatsApp bot, Telegram bot, or the mobile app 'WE53', specifying the phone number on which the verification call will be made;
confirm that you are the owner of the telephone number by entering the digital code received via the telephone call to the telephone number specified by the User;
accept this Agreement and Privacy Policy, and
by clicking on the "Login" button.

Acceptance of the Offer is the entirety of the User's actions described above.
You warrant that you provide complete and reliable information, including your own email address, a mobile phone number registered to you, a bank card issued in your name.
The Company is not responsible for the User's use of third parties' personal data, payment details (bank cards, Apple Pay/Google Pay accounts), and is not obliged to establish the correspondence of the User's identity and the personal and contact data provided by him.
In case of disputes related to the determination of the ownership of the data specified by the User, the Company proceeds in good faith from the User's actions to provide personal data, bank card information, telephone number, of which it is the owner.

3. RECEIVE, USE AND RETURN THE POWER BANK

3.1 Power Bank Rental Stations Search

Information about the location of the Power Bank Rental Stations, the working hours of the organization where the Power Bank Rental Station is located, the presence of a Power Bank or a free cell at the Power Bank Rental Station are available to the User in the Mobile application.
In order to display correct information, the User must provide stable Internet access and access to geolocation services on the device through which the Personal Account is connected.

3.2 Get a Power Bank

To obtain a Power Bank, the user must perform the steps listed in the instructions displayed in their Personal Account or on the Power Bank Rental Stations screen, namely:— enter the Station number in the appropriate field or scan the QR code placed on the Station screen;— enter the details of the bank card through which payment for the use of the Power Bank will be made in the appropriate field for entering data from the bank card, selecting this payment method in the payment method selection field;— wait for the station's response;— collect the Power Bank in the open cell.
The Company is not responsible for the accuracy of the data entered by the User: the Branch number, the bank card details or the transfer of the bank card details by the User to third parties (e.g. to help fill in the bank card details in a mobile application or for other purposes). If, due to an error by the User in entering the Station number, the Power Bank is unlocked at a Station other than the one selected by the User, the User is responsible, pursuant to section 8 of this Agreement, for losses, damages caused to the Power Bank issued at a Station other than the one at which the User intended to receive it.
Upon receiving the Power Bank from the Station, the User must make sure within 5 (five) minutes that:

— the charging indicator is active (a green lamp on the wide edge of the Power Bank) or a white band is on (on the narrow edge of the Power Bank);

— integrity of the power bank enclosure and connector;

— the presence and integrity of external Power Bank cables with USB Type-C, Micro USB and Lightning connectors;

— the Power Bank and its structural elements do not present external structural damage that cannot occur with the proper use of the Power Bank, in accordance with clause 3.4.2 of this document;

— on the outer shell of the Power Bank there are no inscriptions, images and graffiti applied over the mandatory markings and typewritten inscriptions and images identifying the characteristics and the Power Bank itself as such, as defined in the Agreement, as well as indicating the "WE53" Application;

— The Power Bank is properly equipped and usable.

In case of detection of the Power Bank deficiencies specified in Section 3.2.3. of this Agreement, the User is obliged to immediately send a photo of such failures to the Company's Support Service via the Mobile application and then return the Power Bank to the Power Bank Rental Center. In this case, the User has the right to withdraw another Power Bank from the Power Bank Rental Centre. If the User has not reported the Power Bank failures to the Company's Support Service within 10 minutes of receiving the Power Bank, the Power Bank is considered suitable for use and the period of use is subject to payment. In case of non-compliance with the specified obligation, the User is not entitled to refer to the fact that such deficiencies arose before the User started using the Power Bank. The User assumes all risks in the event of detection of failures in the Power Bank by the next User or Company. The penalties specified in Section 7 of the Agreement may be applied to the User who has breached the specified obligation from the moment such deficiencies are discovered by the Company or other Users.
The term of use of the Power Bank is calculated from the moment the User receives the Power Bank and ends when the Power Bank is returned to the Company's Power Bank Rental Center or through the closing of the order through the Support Service. The time of return of the Power Bank to the Power Bank Rental Center is determined according to the "Power Bank Return" section.

3.3 Use of the Power Bank

The User undertakes to use the Power Bank exactly according to its purpose and not to make any constructive or other changes to the Power Bank, not to transfer the Power Bank to third parties for use.
Power Bank has several connector options for different models of mobile devices. You independently select the right connector to supply power to your mobile device.
If the charging indicator turns off completely or turns red while charging your mobile device, it means that the Power Bank needs to charge.
When connecting the Power Bank to a mobile device, the latter uses the electricity from the Power Bank first.
Once the mobile device is fully charged, it is necessary to unplug the Power Bank in a timely manner to avoid malfunctions.

3.4 Security measures in the use of the Power Bank

The Power Bank contains a die-casting polymer battery.
It is strictly forbidden:

— remove the outer shell of the Power Bank,

— dismantling the Power Bank,

— tighten the Power Bank,

— drill the Power Bank,

— use the power bank in water and/or in contact with other liquids,

— put the Power Bank in water,

— set the Power Bank on fire,

— place the Power Bank in places with a temperature above 60°C (140°F) (sauna/sauna/infrared sauna);

— eating;

— Connect more than two mobile devices to the Power Bank at the same time.

The Company notifies, and the User understands and agrees that the misuse of the Power Bank may cause danger to the life and health of the User, third parties, animals, environmental pollution. You understand and agree that you are notified of security measures when using Power Bank and are solely responsible for your actions.
After using the Power Bank, the User undertakes to return it in good technical condition to any of the Company's Power Bank Rental Stations marked as available for the return of the Power Bank in the Mobile application and having free cells for the placement of the Power Bank. The User is not entitled to return the Power Bank to the Power Bank Rental Center, which is not marked in the mobile application as available for the return of the Power Bank, or does not have free cells for the placement of the Power Bank.

3.5 Power Bank Return

The User returns the Power Bank that was received by him for the corresponding order. The number of Power Banks returned by you must match the Power Bank number you received. To return the Power Bank, the User needs to find a Power Bank rental station with a free mobile phone.
Directly near the Station, it is necessary to prepare the Power Bank for return (place the connectors in the appropriate slots, make sure that the Power Bank housing is not damaged).
Then, the User must access the "WE53" mobile application and in the rental area, which contains information on when the current rate ends, the User's order number and the conditions of the next rate, click on the "Charge" button. The message "Point the scanner at the station's QR code" will appear. The User scans the QR code of the Station. The number is placed in the central part of the station. After that, the User can place the Power Bank in one of the cells of the station. It is necessary to wait for the response in the mobile application "WE53" with a message about the return of the Power Bank. In case of failures, when, with due fulfillment of the requirements for the return of the Power Bank by the User specified in this paragraph, the User does not receive a response from the Mobile application, he needs to contact the Company's Support Service, report the incident by specifying the Station number and act in accordance with the instructions of the Company's representative. The number to contact Support Service is specified in the mobile app.
The rental period is considered to have ended, and the Power Bank is considered returned at the time of the following message received on the Mobile app: "Thank you! The Power Bank was successfully returned." From the moment the Power Bank is placed in the Station until the information is processed by the system and the appearance of the indicated inscription about the successful return of the Power Bank, it can take from a few seconds to 3 minutes. The time specified to process the Power Bank return is included in the rental period by the User and is subject to payment according to the Power Bank rental rate selected by the User.
If the User returns the Power Bank, but the Station does not detect it (the message "Thank you! The Power Bank has been successfully returned" is not displayed for more than 3 minutes), the User is obliged to inform the Support Service and act in accordance with the instructions of the Company's representative. The time of completion of the lease and the return of the Power Bank are determined by the Support Service based on the actual circumstances.
If the problem with the return arose due to damage or loss of the Power Bank, the User is responsible according to the terms of the Agreement.
In the event of damage or loss of the Power Bank, the User undertakes to inform the Support Service about it. Until the time of notification to Support about the incident, the order is active and subject to payment by the User in accordance with section 4 of the Agreement. In case of damage or loss of the Power Bank by the User, the Company is also entitled to deduct a fine from the User's bank card in the amount established in accordance with Section 8 of the Agreement.
If you decide to purchase a Power Bank for later personal use, you should contact Support for information on further actions and suspension of deductions from funds for the use of the Power Bank.
If you return a different Power Bank than the one previously received by order (with a different Power Bank number), your order will be considered valid until the Power Bank received is returned.

4. SETTLEMENT PRICE AND PAYMENT PROCEDURE

The price of the Agreement is determined by the cost of using the Power Bank for the time period chosen by the User, based on the rate applicable to the specific Power Bank Rental Station, as displayed in the mobile application. The price includes VAT.
The exact cost of one minute/half hour/hour/day/week/month/six months/year or other time interval determined by the tariff is indicated in the mobile app "WE53"/ at the Power Bank rental station. The Company has the right to set the maximum price of the Contract.
Upon acceptance of the Offer in accordance with clause 2 hereof, the User expresses his/her unconditional consent to the Company's sending of requests and requests to the User's bank, as well as to the non-acceptance of the deduction of funds constituting the license fee, rental payments, fines and other payments stipulated by this Agreement.
The Company has the right to verify the validity of the User's bank card by freezing/unfreezing the funds in the bank card account in the amount not exceeding the Power Bank cost specified in clause 8.2. of the Agreement. If the User collects the Power Bank from a Station with a free trial period of use and returns the Power Bank undamaged before the expiration of the specified trial period, the funds will not be debited from the User's bank card. If the Power Bank was returned before the end of the set free trial period, however, Station was detecting the returned Power Bank for more than 1-3 minutes, and the funds were debited from the User's bank card, the Company returns the debited funds to the same bank card of the User. The Company has the right to refuse the issuance of a Power Bank to the User in the absence of funds required for the validation of the card. All payments under this Agreement are made by debiting the User's bank card, the details of which are specified by the User in the mobile application. Such payments do not require additional confirmation from the User.
In order to guarantee the payment of the license fee as well as the rental, the Company has the right to block an amount of up to EUR 20 on the User's card at the time of receipt of the Power Bank by the User. The Company removes the lock after full payment of the license and rental fee by the User, and the funds remain in their bank account.
Payment can be made using bank cards issued by the payment processing networks (Visa, MasterCard, etc.) specified in the User's Personal Account and/or Mobile application.
If the User does not provide the correct bank card details with a positive balance at the time of starting to use the Power Bank, the Company has the right to refuse to provide the Power Bank to the User or to issue the Power Bank with the subsequent deduction of the User's bank card debt.
Payment for the use of the Power Bank must be made in advance.
In the "WE53" mobile app, the hour counter indicates at which time the next payment will be debited and the amount to be paid.
After debiting funds from the User's bank card, a payment confirmation document will be available on the Mobile Application or will be sent to the User to the email address specified by the User on the Mobile Application.
If the payment cannot be debited due to insufficient funds on the bank card, incorrect entry of bank card details, expiration of the bank card or other reasons, the Company notifies the User about this through a message in the Personal Account, e-mail. The Company has the right to inform the User about the need to make the overdue payments for the use of the Power Bank using the telephone number provided during registration on the "WE53" platform.
You are charged for the use of the Power Bank until the Power Bank is returned in the amount specified in clause 8.4. of this Agreement.
The Company has the right to debit the amount of the accumulated debt from the User's bank card at the time the User deletes the facts preventing the funds from being debited, as well as at any time before the User returns the Power Bank.
If the User does not remove the obstacles to payment within 24 hours from the moment they are notified of the impossibility of debiting the payment, the Company has the right to terminate the Agreement by blocking the User's access to the mobile application and limiting the possibility of obtaining another Power Bank later.
If the User returns the Power Bank before the end of the paid usage time, there is no refund for the unused rental period.
The Company has the right, at its discretion, to choose third parties for the provision of payment processing services.

TERMS OF THE AGREEMENT

The Agreement is concluded for an indefinite period.
The term of the Agreement (the term of continued use of a Power Bank) is determined by the time of return of the Power Bank or closing the order by contacting Support.
The loss of the Power Bank by the User constitutes a breach of the Agreement, and the Company has the right to terminate the Agreement by blocking the User's access to the mobile application and apply the liability measures stipulated by the Agreement, without prejudice to other legal consequences.

PROCESSING OF PERSONAL DATA

The Company undertakes to process Users' personal data in accordance with all legal standards, with transparency, accuracy, integrity and confidentiality, and in accordance with the General Data Protection Regulation (GDPR) - Regulation (EU) 2016/679 and other applicable legislation in Portugal and the European Union. taking into account the need to ensure the protection of the rights and freedoms of personal data subjects.

Purposes of Processing: The personal data collected will be used exclusively for:

Provision and management of the Power Bank rental service;
Payment processing and invoicing;
Compliance with legal and regulatory obligations;
Communication with Users about the service, including important notifications;
Improvement of the User experience and development of new features.

Legal Basis for Processing. The processing of personal data is carried out on the basis of:

In the need for the performance of the contract between the Company and the User;
In compliance with legal obligations to which the Company is subject;
In the legitimate interest of the Company, provided that this does not prevail over the rights of the User;
On your consent, where applicable.

4. Data Conservation: Personal data will be stored for the period necessary for the execution of the contract and compliance with legal obligations, and may be kept for an additional period to defend rights in any legal claims. After this period, the data will be securely deleted.

5. Rights of Data Subjects: Under the terms of the GDPR, the User has the following rights regarding his or her personal data:

Right of access – obtain confirmation on what data is processed and for what purposes;
Right to rectification – request the correction of incorrect or incomplete data;
Right to erasure ("right to be forgotten") – request the deletion of data, except when there is a legal obligation to keep it;
Right to restriction of processing – request restriction of processing in certain circumstances;
Right to portability – receive the data in a structured format and transmit it to another controller;
Right to object – to object to the processing of personal data based on the Company's legitimate interest;
Right to lodge a complaint – with the National Data Protection Commission (CNPD) or other competent supervisory authority.

6. Security and Confidentiality: The Company implements appropriate technical and organizational measures to ensure the security of personal data against unauthorized access, loss, destruction or improper alteration.

7. International Data Transfers: In the event that personal data is transferred to third countries outside the European Union, the Company will ensure that such transfer takes place in compliance with the GDPR, ensuring an adequate level of protection for personal data.

8. Contact for Data Protection Related Issues: To exercise your rights or obtain more information about the processing of your personal data, you may contact the Company via email: compliance@we53.io

7. OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES

The User can specify the email address independently in the mobile application.
In the event of loss of access to the mobile application or if there is reason to believe that a third party has gained access to the mobile application, the User is obliged to contact Support by telephone or email with a request to block access to their Personal Account. The risks associated with non-compliance with this obligation are borne by the User.
The User undertakes immediately (no later than one calendar day) to inform the Company of the loss and/or damage caused to the Power Bank. In the event of non-compliance with this obligation, the Company has the right to demand from the User the reimbursement of the cost of the Power Bank, regardless of the reasons and circumstances of its loss or damage.
The Company has the right, in case of breach of the Agreement by the User, to terminate the Agreement by blocking the User's access to the Personal Account or, at its discretion, limit the possibility of obtaining another Power Bank.
The Company has the right to assign its rights to collect debts from the User to third parties without the need for the User's additional consent.
The Company reserves the right to terminate the provision of services and block the possibility of receiving services in the future to the User who has made threats or offensive statements to the Company's employees or committed any other act harmful to the interests of the Company.

8. LIABILITY OF THE PARTIES

In the event of non-compliance or defective fulfillment by the User of the payment obligations for the use of the Power Bank, the Company has the right to deduct from the User's bank card an amount corresponding to 0.1% of the amount of the debt for each day of delay.
In case of damage or loss of the Power Bank, changes to the appearance/design of the Power Bank, including the sticking with stickers, the User is obliged to pay, and the Company is entitled to deduct a fine in the amount of the Power Bank cost of EUR 40 from the User's bank card.
When the User uses the Power Bank for business or other commercial purposes, the Company has the right to deduct a fine of 40 EUR from the User's bank card.
If the Power Bank rental period has expired and the Power Bank has not been returned by the User, a daily rent, initially purchased by the User, will be debited from the User's bank card every day until it reaches the limit of 40 euros. After that, the Power Bank rent is considered completed.
The Company is not responsible for damage caused to the property and health of the User and/or third parties and for any other consequences if the User uses the Power Bank in defective conditions or if the User does not comply with the Security measures specified in the Agreement.
By accepting the terms of the Offer and receiving the Power Bank, the User warrants that he is the bona fide owner of the phone number, bank card used by him. The User assumes the risks of using bank card details, telephone numbers not issued/registered in his/her name, as well as compensation for any losses incurred by the owner in good faith and the Company.
By accepting the terms of the Offer and receiving the Power Bank, the User agrees and authorizes the Company to deduct funds through the User's bank card in accordance with this section "8. Liability of the parties" in the event of a breach by the User of the terms of this Offer.

9. VARIATION

The Company has the right to make changes/additions to the terms of this Agreement unilaterally without any notice or special formalities and notifications. This Agreement is an official document. The latest version of the Agreement is always available on the mobile application and on our Website in the "Legal Documents" section. The Company recommends that the User regularly check the terms of this Agreement for changes and/or additions. The posting of the amended version of the Agreement, as well as its new version, makes the User available to change its terms.
If the User performs the actions necessary to receive the Power Bank for use during the validity of the new version / or the new terms of the Agreement, as well as continues to use the Power Bank received prior to the publication of the new version of the Agreement / changes to the previously valid version, such actions are the User's consent (acceptance) with the changes proposed by the Company.

10. COMPLAINTS

If the User is dissatisfied with any aspect of the Company's service, he or she should first contact us at the following email address: service@we53.io or via Customer Service. The Company will promptly review and provide a written response within fifteen (15) days of the date of receipt.

11. DISPUTE RESOLUTION

The Parties shall endeavor to resolve all disputes that may arise over the Agreement through negotiations. Any Party may commence negotiations after notifying the other Party in writing of its intention to enter into negotiations. All claims under this Agreement shall be reviewed by the Parties within fifteen (15) days from the date of receipt.
If negotiations are frustrated, the parties may submit the analysis and out-of-court resolution of the disputes to the respective official entities, namely, Alternative Means of Dispute Resolution and, if the parties are unable to resolve the matter in these means, by resorting to the competent Courts.

12. GOVERNING LAW. JURISDICTION

This Agreement shall be construed in accordance with the laws of the Republic of Portugal and all disputes, claims or proceedings between the Parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the Courts of the Republic of Portugal.

13. ACCEPTANCE OF THE AGREEMENT BY THE USER

I confirm that I have read the contents of this Agreement and agree with it unconditionally.

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