TERMS OF SALE
This version is in effect since 2017
When purchasing products on the Website, the consumer has the possibility to inform Out For The Win to cancel the sale, without penalty or indication of reasons, during a period of 14 days. This period commences on the day after the product was delivered to or received on behalf of the consumer. If the consumer wishes to exercise his right of cancellation, he is obliged to inform Out For The Win, via e-mail, before returning the product. During this period the Consumer will treat the product and its packaging with care. He will only unpack or use the product as far as necessary in order to be able to assess whether he wishes to retain the product. If he wishes to exercise his right of cancellation, then he will return the product:
- with any original labels still attached:
- with the relevant return documents
- and – in as far as this is reasonably possible – in the original state and packaging;
in accordance with the reasonable and clear instructions that were provided by Out For The Win.
The product should be returned to Out For The Win within 14 days following the day of delivery of the product. The Consumer will have to supply the proof that the product has been returned within this period. In order to facilitate the proof of this return, Out For The Win advises the Consumer to keep the copy of the shipping label validated by the shipping company that provides the specific date of his/her.
If a Consumer exercises his right of cancellation, he shall be responsible for the costs and the risk of Out For The Win will refund the purchase price of returned goods (excl. freight charges) within 14 days after reception of the goods. In the event that the goods have deteriorated, compensation for value can be demanded. Otherwise the customer can avoid the duty to compensate for value for the deterioration of the goods put to its intended use by minimizing all activities that reduce the value of the right of cancellation does not apply to goods that have been made according to a customer’s wishes or that have obviously been designed or printed on to match the personal needs of the customer nor to goods that reasonably (f.i. due to their nature) cannot be resold to third parties..
The right of cancellation does not apply to goods that have been made according to a customer’s wishes or that have obviously been designed or printed on to match the personal needs of the customer nor to goods that are not suitable for returning due to their nature.
The aim of the present Terms & Conditions is to provide a clear definition of the sales conditions between Out For The Win and its customers. Under these Terms & Conditions, the Customer is understood to be any person or legal entity having made purchases on the Website, should this be or not, an individual. In the event that the Terms & Conditions are different in so much as it relates to the quality of the customer, such a difference would be expressly stated.
All deliveries from Out For The Win to the Customer are carried out based on the Terms & Conditions given below. These underlie all offers and agreements between Out For The Win and the Customer. Opposing or deviating conditions of the Customer are only binding if and in so far that Out For The Win has agreed to them in writing. Submitting an order means the Customer automatically accepts the present Terms & Conditions. These Terms & Conditions are available for reading on the Website. They can be sent by e-mail upon request.
By ordering a product or service through the Website, the Customer represents that he is at least the age of majority the present Terms & Conditions are subject to amendments at any time. It is important that the Customer reads them on a regular basis. Each version is specifically dated. Orders are therefore governed by the online Terms and Conditions.
Consumers in the sense of these Terms & Conditions are natural persons, who make legal transactions for purposes, which can be added neither to their commercial nor their self-employed professional activity.
Entrepreneurs in the sense of these Terms of Sale are legal and/or natural persons, who act in practice of their in exercise of their independent professional or commercial activity at the time of conclusion of a legal transaction.
A Customer is for the purpose of these Terms & Conditions, either a consumer and/or entrepreneur.
The “offers” and product presentation contained on the Website represent a non-binding invitation for the customer to place an order with Out For The Win. By sending an order, the Customer submits submit a binding offer to conclude a sales contract with Out For The Win.
Any Agreement is dependant and conditional upon Out For The Win’s verification of availability and confirmation of both the Customers Order and his/her credit card or other payment details. If we accept your Order, we will notify the Customer of our acceptance by issuing an Order Confirmation. As long as Out For The Win has not confirmed both of the above mentioned points, Out For The Win is not obliged to provide products and/or services. Out For The Win may in its sole discretion accept or reject orders, or advise you of its inability to process orders.
Out For The Win takes great effort to ensure that product information such as specifications and images on the Website are as accurate as possible. However, this information is to be used as references only. Details, drawings, pictures, technical data, weight, measurement and descriptions of merits which are included on the Out For The Win takes no responsibility for any misrepresentation due to errors or omissions however communicated.
In fulfilling any order, Out For The Win holds the right to have minor deviations as related to the descriptions found on the Website regarding the characteristics of the material, the colour, weight, measurements, manufacturing or similar properties as far as they reasonably match the expectations of the Customer. All products offered by Out For The Win legally conform to Belgian law. Foreign purchasers should always consult the laws in their own country if they doubt the legality of their purchase in their own country.
Out For The Win cannot under any circumstances be held liable if the products offered are used in an incorrect, irresponsible or illegal manner by the purchaser, nor for material or physical damage to third parties caused by incorrect, irresponsible or illegal use of the articles on this Website.
The prices of products are those which apply at the time of Customer’s Order. Shipping or handling costs, transport insurance, duty and other taxes, levies or charges of any authorities, unless otherwise specified, or otherwise required by applicable law will be charged in addition to the applicable Product price and will be indicated to you prior to placing the Order on the Website and will also be set out in the invoice sent to you by e-mail. The Customer has to pay shipping and handling, which may depend on order value and the delivery location. Current shipping prices can be viewed at [HYPERLINK]. The prices as given are the gross prices and include the statutory incidental taxes, in particular Value Added Tax. Postage and packing is charged for separately and shown separately in the invoice.
In the event any customs duties are applicable, the Customer shall be responsible for paying such customs duties as well as for taking care of possibly related administrative paperwork. Such fees cannot be determined beforehand which means Out For The Win cannot provide the Customer with further information on the amount of.
Unless expressly agreed otherwise, all products shall be entirely paid on the date of the order placement.
Payment will be carried out according to the Customer´s choice of a payment method indicated on the Website (e.g. direct debit, credit card). Out For The Win reserves the right to limit the method of payment chosen by the customer depending on order value, shipment region or other objective criteria.
All online payments are processed for Out For The Win by external professional and specialized partners who control a payment infrastructure. Out For The Win has no access to the confidential financial information of the Customer. The online payments are executed through safety protocols. All online payments are subjected to the general terms and conditions of the external partner of the payment infrastructure who is the sole responsible for the correct process. Out For The Win retains legal title to any products supplied until the purchase price (including VAT and shipping).
The Customer shall not be entitled to resell the products delivered by Out For The Win which are under retention of title, except with prior written consent of Out For The Win. The Customer hereby assigns to Out For The Win any receivables arising from any authorized resale in an amount not exceeding the purchase price payable for the product by the Customer to Out For The Win. We hereby authorize the Customer to collect any receivables so assigned to us in the ordinary course of its business, but are entitled to revoke such authorization at any time in the event of a payment default by the Customer.
In principle, Out For The Win will endeavour to deliver the Products within three weeks from the date when the customer receives confirmation of his/her order. If for any reason delivery is not possible within the period of three weeks after conclusion of the contract, Out For The Win shall promptly inform the Customer about via e-mail, at the latest at the expiration of this time limit. The Customer is then entitled to a right of cancellation, which he/she, in turn, shall exercise immediately in writing.
A time for delivery extends – also within a delay – appropriately with entrance of force majeure or hardship that occurs after the confirmation of an order. By force majeure and hardship are understood, among other things (this list is purely given as an example): unavailability/scarcity of sold Products, scarcity of raw materials, ice formation, exceptional weather conditions, strikes, mobilisation, wars, disease or accidents, communication and information technology breakdowns, government measures, export bans, delays in deliveries, transport and/or travel obstacles, including lack or withdrawal of transport facilities, export obstacles, import obstacles, breakdowns, traffic jams, etc.
Force majeure and hardship shall also include a situation of force majeure for Out For The Win’s suppliers, improper performance of obligations by suppliers prescribed by the Customer for Out For The Win, as well as defects in objects, Products or software of third parties which the Customer has required Out For The Win to use.
Out For The Win informs the Customer of beginning and end of such obstacles as soon as possible.Out For The Win In case of force majeure or hardship Out For The Win may at its discretion (1) temporarily suspend performance of its obligations; (2) cancel the order/agreement by registered letter.
Products are sent to the address given on the order form by the Customer. Should the delivery address differ from the invoice address, the Customer is to give both addresses on the order form and the Products will be shipped to the delivery address specifically indicated on the form. Delivery shall be conducted by a shipment service provider chosen by Out For The Win. The Customer has to pay standard shipping costs which may depend on order value, and where it is shipped to. Current shipping prices can be viewed at [HYPERLINK].
If the Customer is a Consumer, the risk of accidental destruction, damage or loss of the delivered product shall pass to the Customer upon delivery of the product to the Customer or upon the Customer’s default of acceptance. In all other cases, such risk shall pass to the Customer upon delivery of the product by us to the first carrier. Depending on the shipment service provider, the Customer will sometimes be able to track their parcel on the shipment service provider ‘s website, thanks to a parcel tracking number.
Any system of parcel tracking depends on the shipment service provider and is under its responsibility. Out For The Win holds no responsibility neither for mistakes found on the shipment service provider ‘s websites, nor for the shipment service provider’s website malfunctions, which could prevent the Customer from tracking his or her parcel.
Customer absence on the delivery day. Depending on the circumstances and the shipment service provider’s policy, the Customer may find a note of passage i.e., “leftcard” in his/her mailbox. If indeed the shipment service provider has left a note, the Customer will need to call the shipment service provider in order to arrange a new delivery date. It also might occur that the Customer does not find a note. In this case, it is the Customer’s responsibility to track his/her orders online, on the shipment service provider’s website, in order to receive information on it as soon as possible.
The Customer should check with the local authorities of his/her geographical residence about the entry conditions for the Products. It is the Customer’s responsibility to make the necessary declaration(s) and/or payment(s) to the appropriate authorities and or officials in his or her respective country.
The Customer should inquire at local authorities on the legalities of importing or using the Products. Out For The Win cannot be held liable if the Customer does not respect the legislation of the country in which the items will be introduced. The Customer shall indemnify and hold harmless Out For The Win from and against any and all losses in connection with any and all Claims that may be brought or instituted against Out For The Win based on or arising out of the failure of the Customer to respect the legislation of the country in which the items will be introduced. Out For The Win provides for a complaints form on the Website, that shall be used to deal with any complaint of the Customer( HTTP://WWW.OUTFORTHEWIN.COM/CONTACT/).
Complaints must be submitted to Out For The Win without delay, in their entirety and clearly defined, after the Costumer has discovered the defects. A reply to complaints submitted to Out For The Win, via the complaints form, will be provided within a period of 5 business days, calculated from the date of receipt. If it is anticipated that a complaint will require a longer processing time, then Out For The Win will reply within 5 business days, confirming receipt and indicating when the Customer can expect a more elaborate reply.
If a complaint cannot be solved in joint consultation, then it becomes a dispute that is subject to the disputes Out For The Win warrants that the Products delivered are fit for ordinary use and dispose of a quality that is customary for products of a similar kind and that the Customer can reasonably expect of this kind of goods.
Customary or minor or technically unavoidable deviations in quality, colour, size, weight, equipment or design do not constitute defects. The Customer is bound to check the condition of delivery on the moment the Products are received. Complaints regarding visible faults or non-conformity of the supplied products, including transport damages, must be filed, via e-mail, at the latest within 48 hours after receipt of the products, under clear and elaborate specification of the deficiency.
With regard to Entrepreneurs only, the following shall apply:
Unless otherwise agreed, the Customer shall provide through a Contact Form, under clear and elaborate specification of the deficiency, within 48 hours of discovering hidden defects and no later than six months from the date of delivery.
The legal 2-year period warranty is applicable for all consumers as from the delivery date of the products. This warranty only covers any non-conformity between the ordered and the delivered products that existed at the delivery date. As a result, are e.g. excluded from this warranty:
- all damages caused directly or indirectly to the products after the delivery at the delivery address (e.g. by moisture, shocks, fall, unusual or exceptional use, burdening or wear and tear,…);
- faults of which the customer was aware on the moment of the order and/or pick-up;
- damages caused by a wrong use of the products;
- spare parts or accessories which have to be replaced on a regular basis or which have a short life cycle in their nature (e.g. lamps, locks, textile,…);
- faults caused by fire, water, lightning, accidents, natural disasters;
- faults caused by intention, negligence or a no judicious treatment, bad maintenance or abnormal use or a use of the product contrary to the instructions of the manufacturer.
The warranty ends if the products have already been repaired by a third party or if the products are resold or not affected for private use. Out For The Win does not provide any additional commercial warranties. No liability for visible or hidden defects can be sustained after aforementioned periods have elapsed without receipt of the above-mentioned e-mail.
In the event of a defect of the delivered product, within aforementioned periods, the Customer shall be entitled to request from Out For The Win to repair the defect or to supply another product (as ordered) which is free from defects; provided, however, that Out For The Win shall have the right to choose between any such remedies at its own discretion. Such choice shall be made by us by written notice (ie. “text form“, including by e-mail) within a period of five business days following receipt of the Customer’s notice of the defect.
If the deficiency cannot be repaired within an appropriate period, the later fulfilment is connected with disproportionate costs, regarded unreasonable or seen as unsuccessful for other reasons, then the Customer is entitled to a refund equal to the price of the defective product.
Procedure for Returns (other than Right of cancellation). In the event of a defect of the delivered product, within aforementioned periods, the Customer can be given the right to return the Products so that they can be repaired under warranty on his/her behalf. Where you wish to make a return, please provide the following details via INFO(AT)OUTFORTHE WIN.COM:
- whether you wish a replacement or refund.
Out For The Win will then contact you to outline the next steps. This could include requesting you to submit a sample of your Product purchased. Please do not return any Product to us unless we specifically request you to do so. If the return is made for an illegitimate reason, the item may be rejected and sent back to the Customer at the Customer’s expense.
The Customer will have to send back the item preferably in its original packaging even if it was opened. All the original accessories will also have to be included. The Customer must systematically state his/her order reference, his/her name and complete address if he/she wants his/her request to be processed efficiently.
These Terms & Conditions set out the full extent of Out For The Win’s obligations and liabilities in respect of the Products. To the extent permitted by applicable law, there are no other warranties, conditions or other terms that are binding on us than the ones mentioned in these Terms & Conditions. Out For The Win will not be liable to the Customer (or any other
- for any indirect, incidental, consequential, punitive or exemplary damages, or for loss of income, profits, bargain, revenue, contracts, goodwill, use, enjoyment, time, data, electronically transmitted orders or other economic advantage (but not to the extent that applicable law prohibits liability exclusions or limitations for intentional torts, gross negligence, damages arising out of product liability or other fault bases), except in the event of damages that result from Out For The Win’s gross negligence or intent as well as in the event of health dangers, life dangers and bodily injuries. The liability according to the product liability law remains unaffected.
- for 1) inability to order Products via the Website or other media, or 2) damages which occur due to unauthorized access by a third party to your order account.
This version is in effect since 2016
The Website WWW.OUTFORTHEWIN.COM (hereafter the « Website ») is managed by OUT FOR THE WIN VOF, with registered offices at BE — 58 Kerkstraat, 9050 Gentbrugge, Belgium. BE0685618368 (hereafter « Out For The Win »).
Out For The Win may, in its discretion, change, supplement or amend this agreement as it relates to your future use of the Website from time to time, for any reason, and without any prior notice or liability to you or any other person. You may not change, supplement, or amend this agreement in any manner.
Each time you use the Website, this agreement as it then reads will govern your use. Accordingly, when you use the Website you should check the date of this agreement (which appears at the top of this agreement) and review any changes since the last version.
By entering, accessing, browsing, submitting information to, or otherwise using this website, you acknowledge and agree to the following terms and conditions and represent and warrant that you are eighteen (18) years old or older. If you do not agree to these terms or you are younger than eighteen (18) years old, do not use this site.
This is an Agreement between you and all persons you represent (and for purposes of this Agreement, “person” includes natural persons and any type of incorporated or unincorporated entity) and Out For The Win, and governs your use of the Website and the content, information and services provided through the Website.
- Terms of Sale
- Legal Notice
You also agree that Out For The Win may provide all legal communications and notices to you electronically by posting them on our Website or, at our election, by sending an e-mail to the e-mail address you provided to us when you registered at our Website. You may withdraw your consent to receive communications electronically by contacting Out For The Win. However, if you withdraw your consent to receive our communications electronically, you must discontinue your use of your account.
2 Use of Website
You are granted permission to access and use this Website and its Content for the sole purpose of preparing, evaluating, and ordering products or services solely through Out For The Win (referred to herein as “Products”). No other download, retention, use, publication, or distribution of any portion of the Content is authorized or permitted.
In using this Website, you agree to not:
upload, download, post, email or otherwise transmit any materials including but not limited to text, data, graphics, photographs, images, document layouts, artwork, text, fonts, software tools, or any of these elements in combination as a design for products available on this Website or otherwise (“Content”) that are unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another’s rights including but not limited to rights of celebrity, privacy and intellectual property;
impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
upload, download, post, email or otherwise transmit any Content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
upload, download, post, email or otherwise transmit false or misleading information;
disrupt or interfere with the security of, or otherwise abuse, the Website, or any services, system resources, accounts, servers, or networks connected to or accessible through the Website or affiliated or linked Websites.
access, tamper with or use non-public areas of the Website. Unauthorized individuals attempting to access these areas of the Website may be subject to prosecution;
disrupt or interfere with any other user’s enjoyment of the Website or affiliated or linked Websites;
frame or link to the Website except as permitted in writing by Out For The Win;
incorporate images or names that would violate a person’s right of privacy or publicity.
You agree that you are responsible for protecting your password and controlling access to your registered account.
You agree that you will be responsible for all orders placed or other actions that are taken through your registered account. You agree to waive any claims against Out For The Win and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, Content or materials on the Website. You agree to indemnify Out For The Win and its affiliates from all claims and expenses, including reasonable attorney’s fees, which claims are based on or arise from your violation of any of the provisions of this Agreement.
You understand that the technical processing and operation of the Website, including your Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices.
3 Proprietary Rights
You acknowledge and agree that the Website and any software provided to you or used in connection with the Website contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the limited rights expressly granted in this Agreement, Out For The Win reserves all right, title and interest in and to the software, Website and any other IP Rights, materials or other properties owned, licensed or controlled by Out For The Win.
Out For The Win grants you a non-exclusive, non-transferable, non-sublicenseable, revocable license to use Out For The Win’s proprietary online platform, including without limitation the Website and Out For The Win’s software solely as necessary to use the Website and provided that you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Website or the software, in whole or in part. All rights not specifically granted to You under this Agreement are expressly reserved by Out For The Win.
In the event You transfer Your account or ownership of any product, any purchasers or assignees are bound by the terms of this Agreement.
The intellectual property rights in or relating to the content of any notes, messages, e-mails, postings, letters, ideas, suggestions, concepts or other written materials which you submit or communicate to Out For The Win (will automatically be deemed to be assigned, granted and transferred by you to Out For The Win upon their submission or communication to Out For The Win, and you do assign all rights therein to Out For The Win and that Out For The Win may use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose Out For The Win may elect, forever.
4 Third-party Websites
The Website may provide, or third parties may provide hyperlinks to third-party materials, resources or websites operated by third parties. Out For The Win is not liable for any content, advertising, products or other materials on or available from such websites or resources or the policies of such websites and resources. Out For The Win should not be taken to be endorsing, publishing, permitting or authorizing such websites or materials. Therefore, please be warned that these websites are operated under the exclusive responsibility of their respective owners, who are solely liable for complying with laws and regulations applicable to the products and services sold on their Websites, including without limitation consumer protection, distant selling and price display regulations.
Out For The Win is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource.
5 Disclaimer, liability, exclusion, liability limitation, release and indemnity
Out For The Win does not accept any liability for your use of the Website. For that reason, the following provisions apply to your use of the Website.
Your use of the Website is at your own risk. The Website is provided on an “as is” and “as available” basis, and without any representations, warranties or conditions of any kind, whether express or implied, and including without limitation representations, warranties or conditions of title, non-infringement, merchantability, fitness for a particular purpose, performance, durability, availability, timeliness, accuracy or completeness, all of which are hereby disclaimed by Out For The Win and providers to the fullest extent permitted by law.
There will not be any representations, warranties or conditions created by a course of dealing, course of performance or trade usage. You are solely responsible for obtaining, configuring and maintaining all computer hardware, software, telephone services, and other equipment and services necessary for you to use the Website.
The internet is not a secure medium, may be subject to interruption and disruption, and inadvertent or deliberate breaches of security and privacy. The operation of the Website may be affected by numerous factors beyond Out For The Win ‘s control. The operation of the Website may not be continuous or uninterrupted, secure or private.
Without limiting the generality of the foregoing, Out For The Win and providers make no representation, warranty or condition that:
- the Website will be compatible with your computer and related equipment and software;
- the Website will be available or will function without interruption or will be free of errors or that any errors will be corrected;
- the Website will meet your requirements;
- the information contained in the Website or derived from the Website will be accurate, complete, sequential, or timely;
- certain or any results may be obtained through the use of the Website;
- the use of the Website, including the browsing and downloading of any information, will be free of viruses, trojan horses, worms or other destructive or disruptive components; or
- the use of the Website will not infringe the rights (including intellectual property rights) of any person; and Out For The Win and providers disclaim any and all liability regarding such matters to the fullest extent permitted by law.
Out For The Win and providers will not be liable to you or any other person for any loss or damages suffered by you or any other person as a result of any failure or refusal by Out For The Win to give effect to, or for any failure or delay by Out For The Win in receiving, accessing, processing or accepting, any communication sent to Out For The Win by means of the Website or email, or for any loss or damages suffered as a result of the operational failure, malfunction, interruption, change, amendment or withdrawal of the Website or email services.
You agree that Out For The Win shall have no responsibility for any damages suffered by you in connection with the site or any content contained therein. You expressly agree that use of this Website, including all content, data or software distributed by, downloaded or accessed from or through this Website, is at your sole risk. You understand and agree that you will be solely responsible for any damage to your business, your computer system or loss of data that results from the download of such content, data and/or software.
You acknowledge that Out For The Win does not control in any respect any information, products, or services offered by third parties on or through this site.
Except as otherwise agreed in writing, Out For The Win and its affiliates assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of content or products distributed or made available by third parties through this site.
No advice or information, whether oral or written, obtained by you from Out For The Win or through or from the site shall create any warranty not expressly stated in the agreement.
5.2 Liability exclusion
To the fullest extent permitted by law, Out For The Win nor its subsidiaries, officers, employees, affiliates, directors, agents, suppliers, or any other party involved in creating, producing, transmitting, or distributing Products will not under any circumstances (unless in case of gross negligence or wilful misconduct) be liable to you or any other person for any loss of use, loss of production, loss of income or profits (anticipated or otherwise), loss of markets, economic loss, special, incidental, indirect or consequential loss or damage or exemplary or punitive damages, whether in contract, tort, negligence, strict liability, or under any other theory of law or equity, arising from, connected with, or relating to the use of the Website by you or any other person, and regardless of any negligence or other fault or wrongdoing by Out For The Win or provider or any person for whom Out For The Win or provider may be responsible, and notwithstanding that Out For The Win or provider may have been advised of the possibility of such loss or damages being incurred by you or any other person.
You hereby release, remise and forever discharge each of Out For The Win and providers and all of their respective franchisees, partners, agents, directors, officers, employees, information providers, service providers, suppliers, subcontractors, licensors and licensees, and all other related, associated, or connected persons from any and all manner of rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs, and disbursements of any nature and kind whatsoever and howsoever arising, whether known or unknown, which now or hereafter exist, which arise from, relate to, or are connected with your use of the Website.
You agree to indemnify, defend and hold harmless each of Out For The Win and providers and all of their respective franchisees, partners, agents, directors, officers, employees, information providers, service providers, suppliers, subcontractors, licensors and licensees, and all other related, associated, or connected persons (collectively, the “indemnified parties”) harmless from and against any and all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by the indemnified parties in connection with any claim or demand arising out of, related to, or connected with your use of the Website or your breach of this agreement. You will assist and cooperate as fully as reasonably required by the indemnified parties in the defense of any claim or demand. Advice and information provided by Out For The Win and providers or their respective representatives, whether oral or written, will not create any representation, warranty or condition or vary or amend this agreement, including the above disclaimer, liability exclusion, liability limitation, release and indemnity provisions, and you may not rely upon any such advice or information.
6 Termination of this agreement and the Website
Out For The Win may, at any time and for any reason and in its sole discretion: (a) change, suspend or terminate, temporarily or permanently, the Website or any part of it; or (b) restrict, suspend or terminate (in whole or in part) your account, password, permission to access or use the Website and remove and discard any Content you may have contributed to the Website; all without any notice or liability to you or any other person.
7 Miscellaneous Matters
7.1 Governing Law – Dispute Resolution
All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be governed by and construed in accordance with Belgian law, without giving effect to any other choice of law or conflict-of-laws rules or provisions (Belgian, foreign or international) that would cause the laws of any jurisdiction other than Belgium to be applicable.
Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be finally settled under the CEPANI Rules of Arbitration by one or more arbitrators in accordance with those Rules. The seat of the arbitration shall be Brussel. The arbitration shall be conducted in English.
7.2 English is Governing Language
This Agreement is in English and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language services provided by Out For The Win are for informational purposes only and it is Your obligation to obtain independent legal advice at Your own expense to ensure You understand the terms of this Agreement.
7.3 Our Relationship
This Agreement does not create any relationship of principal and agent, partners, joint venturers, employer and employee, fiduciary or similar relationship between the parties. You agree that any content stored on Out For The Win’s servers in relation to any Products registered by you via the Out For The Win Services is solely at your direction and nothing contained in this Agreement nor in your use of the Out For The Win Services, shall be construed as shifting responsibility for such publication to Out For The Win. You are not authorized to make any promise, warranty or representation on behalf of Out For The Win or obligate or attempt to obligate Out For The Win in any manner whatsoever. You shall not represent to any person that you are the agent of Out For The Win, nor fail to correct any misunderstanding as to such status.
Out For The Win may freely assign or transfer any or all of the rights and obligations described under this Agreement without Your consent and without notice to you. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of Out For The Win. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
If any provision of this Agreement is declared or determined by any court to be unenforceable or invalid: (i) the validity of the remaining parts, terms or provisions shall not be affected by that determination; (ii) the unenforceable or invalid part, term or provision shall not be deemed to be part of this Agreement; and (iii) such court may substitute a provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by applicable law.
You shall not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using Out For The Win’s name or referencing the Out For The Win Services; or (iii) suggesting or implying any endorsement by Out For The Win of You and/or any Products without the prior written approval of Out For The Win, which Out For The Win may withhold at its sole discretion.
7.7 Entire Agreement – Amendment
This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. Out For The Win reserves the right to amend this Agreement at any time. When Out For The Win amends this Agreement, Out For The Win shall make reasonable efforts to provide you with general, not specific, notice of such changes by posting a conspicuous announcement at the Website that; (i) such changes or amendments have occurred; and (ii) identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Out For The Win Services, following the posting of such amendment will signify and be deemed your assent to and acceptance of the revised Agreement. You agree that you have the burden to periodically review the Website to inform yourself of any such changes.
The waiver or failure by Out For The Win to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Out For The Win set forth in this Agreement are cumulative and are in addition to any rights or remedies Out For The Win may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
7.9 Force Majeure
Out For The Win shall not be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, Out For The Win.
Except as otherwise expressly provided herein, any notice, request, approval, authorization, consent, demand or other communication required or permitted to be given or made pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from Out For The Win if sent via email, as date stamped by Out For The Win’s systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the sixth (6th) day after mailing by registered or certified mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
The table of contents and the descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.