Departax is providing e-commerce technology, marketing, customer, payment and fulfilment services to retailers interested or active in selling their products to tourists on Departax.com, the e-commerce online technology and services platform provided by Departax.

Departax allows tourist-shoppers to reserve a product before travelling, to collect and pay it when they arrive at the retailer’s store.

Departax allows retailers to set-up an online store on Departax.com. The retailers can upload their products on Departax.com, manage various aspects of their online stores on self-service basis and make them available to buyers for reservations or purchases. The technology services also include use of other tools provided by Departax.com.

1. User Agreement

As long as you comply with the provisions of this User Agreement, Departax grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website.

Your use of Departax websites and mobile applications (hereinafter collectively referred to as the “Website") and its related services and tools is governed by the terms and conditions as contained in this agreement (“User Agreement”). Departax.com is operated by Arimar srl, a company having its registered office at 48 rue de Viville, 6700 Arlon, Belgium and registered under no BE 0463.171.931. For the purpose of this User Agreement, “you”, "your" or “User” shall mean any natural or legal person who is accessing the Website, its contents and using the services offered on or through the Website and has agreed to become a member of the Website by providing Registration Data (as defined hereinafter) while registering on the Website as a Registered User or Guest User, has accepted this electronic version of the User Agreement and has allocated himself/herself a unique identification user name ("User ID" and "Password") to become a Registered User or has been identified as Guest User by providing phone number and email address. "We", "us", "our", “Departax.com” and "Departax" shall mean Arimar srl and includes its associates, affiliates and subsidiaries.

Your use of the Website implies that you agree with the terms of the User Agreement. If you do not agree or are not willing to be bound by the terms and conditions of this User Agreement and the Privacy Policy, please do not use the Website.

2. Membership (for Retailers and Buyers)

In order to set-up an online store on Departax.com, retailers (“Retailers”) have to register on the Website as a Registered User.

In order to buy from a Retailer on Departax.com, you have to register as ………….. .

If you are registering as a business entity, you represent that you are duly authorized to accept this User Agreement and you have the authority to bind your business entity to this User Agreement.

If you are transacting as a Guest User, you shall not be allowed to display/sell products on the Website and there could be certain additional restrictions on you as a Guest User for your purchase and the other functionalities of the Website.

If you use the Website as a Registered User, you are responsible for maintaining the confidentiality of your User ID and Password. You are responsible for all activities that occur under your User ID and Password (for Registered Users) or email address and phone number (for Guest Users).

You agree to:

1. provide true, accurate, current and complete information about yourself as prompted by Departax.com 's registration form
2. maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times
3. immediately notify us of any unauthorized use of your account or any other breach of security

3. Product Reservations

Please read carefully this article before making a product reservation. It explains the reservation process, the obligations of parties and the conditions for a refund.

3.1 Process of Reservation

Most tourists like to shop in the foreign countries that they visit. With Departax.com, tourists can:

• visit the Retailers’ online stores from home
• make a product reservation before travelling
• and get the reserved product when they will arrive at Retailer’s store during the Period (see 3.2)

The process is as follows:

1. Buyer makes a product reservation on Departax.com, pays the reservation fee of EUR 3 (three euros) and prints the Reservation Order.
2. When visiting Retailer’s store during the Period, Buyer pays and collects the reserved product, gives the Reservation Order to Retailer who signs it, dates it and keeps it for at least 2 (two) weeks. A valid Reservation Order will prove that Retailer has duly delivered the reserved product to Buyer.
3. If Buyer finds Retailer’s store closed during the Period, or if Retailer could not deliver the reserved product during the Period, Buyer and Retailer must immediately try to arrange a new delivery time. If this is not possible, Buyer must immediately report the issue to Departax by sending an email ( info@departax.com) describing the issue.

3.2 Period of stocking

The Period is the period of time when the reserved product must be available at Retailer’s store for its delivery to Buyer.

The Period is the local working hours between the 7^th (seventh) day after the reservation date, and the 14^th (fourteenth) day.

If Retailer wishes to change the Period, Retailer must clearly display the new Period on Retailer’s online store.

Retailer cannot change the Period for a product which is already reserved but not yet delivered to Buyer.

3.3 Obligations of Buyer

A reservation on Departax.com is a firm commitment by Buyer to purchase. If you are making a product reservation, you are obliged to purchase the reserved product at Retailer’s tore during the Period.

Buyer must present the Reservation Order to Retailer’s store, pay and collect its reserved product during the Period.

By making a product reservation, you agree to be bound by the conditions of sale included in the product's description (or linked to from the description) so long as those conditions of sale are not in violation of the User Agreement or are unlawful. You are dvised to always verify the final purchase price of the reserved product.

Departax strongly advises you not to test the Website with false reservations, as it will put you at substantial personal legal risk. It is an offence to use a false name, other false personal information or an invalid/unauthorized credit/debit card. Wilfully entering erroneous or fictitious reservations may result in prosecution by Departax.

3.4 Obligations of Retailer

A reservation on Departax.com is a firm commitment by Retailer to deliver the reserved product to Buyer at Retailer’s store during the Period.

Departax.com allows Retailer to list products on the Website even if the products are not yet in stock at the time when a Buyer makes a reservation.

However, Retailer must have the reserved product in stock in Retailer’s store during the Period and deliver it to Buyer presenting a valid Reservation Order.

Outside the Period, Retailer is not obliged to keep the reserved product in stock.

Retailer and Buyer accept that Departax cannot guarantee, and cannot be held responsible thereof, that during the Period, Buyer will pay and collect the reserved product and/or Retailer will deliver the reserved product to Buyer. However, Departax closely monitors Buyers and Retailers’ fulfilment of deliveries.

3.5 Refund of the Reservation fee and Penalties

To avoid abuses, Departax has implemented a strict refund policy and can request the payment of penalties by abusive Users.

Buyer has the right for a refund of the reservation fee by Departax ONLY IF:

• Buyer presented a valid Reservation Order to Retailer’s store during the Period; AND
• Retailer didn’t deliver the reserved product to Buyer OR Retailer was closed during all the Period; AND
• Buyer and Retailer did their best to but couldn’t arrange a new delivery time; AND
• Buyer immediately reported the issue to Departax by sending an email to info@departax.com describing the issue in English or French.

Departax will then investigate the issue with Retailer and Buyer, and will decide to reimburse or not the Buyer.

In case of abuses by Retailer, Departax can request Retailer to pay a penalty fee of EUR 3 (three euros), and Retailer accepts to pay such penalty.

Departax will not refund Buyer until the refund has been received from Retailer.

THE RETAILER CANNOT REFUND THE BUYER DIRECTLY

• Its is important that Departax is aware of delivery issues in order to protect Retailers and Buyers on Departax.com.
• Refunds will be net of money transfer fees.

HOW WILL THE BUYER BE REFUNDED

• Departax will use the same payment method as for the reservation.

HOW CAN A RETAILER PAY DEPARTAX

• On Departax.com, go to CATEGORIES and select PENALTY. Pay EUR 3 (three euros).

4. Purchases

All purchases on the Website are a firm commitment to purchase. If you are making the purchase of any item, you are obligated to complete the transaction with the Retailer.

By purchasing an item, you agree to be bound by the conditions of sale included in the item's description (or linked to from the description) so long as those conditions of sale are not in violation of the User Agreement or are unlawful. In case of consumer goods, Retailer may or may not specify the retail prices of the items being sold. You are advised to independently verify the retail prices of such items if you so desire.

Departax strongly advises you not to test the Website with false purchases, as it will put you at substantial personal legal risk. It is an offence to use a false name, other false personal information or an invalid/unauthorized credit/debit/cash card and such other infrastructure directly through banks or financial institutions infrastructure or indirectly through payment aggregators. Wilfully entering erroneous or fictitious reservations may result in prosecution by Departax.

5. Fulfilments and Shipping

Departax may offer certain fulfilment services to Retailers. However, Retailers remain responsible for the overall delivery, shipping quality and cost of shipping. Departax may provide pick-up and delivery services to Retailers but all of these services are provided as contract or outsourced services on behalf of the Retailers. At no time, Departax.com takes title or ownership of any product.

6. Fees and Penalties

Unless otherwise stated, all fees shall be quoted in Euros and be payable to Departax within such time as specified in the invoice.

Membership

Membership on the Website is free. Departax does not charge any fee for browsing on the Website.

Taxes

You agree to bear all and any applicable taxes, charges, cesses etc. levied on the fees.

Invoicing

Departax is authorised by law not to emit invoices to Buyers for the reservation fee.

Non-payment

Departax reserves the right to issue a warning, temporarily/indefinitely suspend or terminate your membership of the Website and refuse to provide you with access to the Website in case of non-payment of fees by you. Departax also reserves the right to take legal action in case of non- payment of fees.

7. Payments

Departax uses third-party payment providers to receive or make payments. Departax is not responsible for delays or erroneous transaction execution or cancellation of orders due to payment issues. Departax takes utmost care to work with third-party payment providers but does not control their systems, processes, technology and work flows, hence cannot be held responsible for any fault at the end of payment providers. Departax shall only make payments to Retailers subject to realisation of payment received from Buyer to Departax. The payment to Retailer is net of the service fee charged by Departax for its services, of money transfer and conversion fees, and after deduction of applicable withholding taxes (if any).

8. Feedback

Departax encourages Buyers to provide feedback to Retailers after their transaction has been closed. This will help other Users to know the performance level of Retailers.

Please remember that you cannot retract the feedback once you have provided it. Further you agree that the feedback you provide to the Website shall be deemed to be true, accurate, complete and non-confidential. Departax will not be responsible for the feedback that you post on the Website and you should be careful in making comments that are not factual in nature and should not post defamatory, illegal, offensive or obscene contents, for which you shall alone be liable.

If you continue to receive negative feedback ratings, Departax reserves the right to suspend your membership, and you will be unable to list, buy or bid on the Website.

9. Use of the Website

9.1. You understand and agree that Departax and the Website merely provide hosting services to their Registered Users and persons visiting the Website. All items and contents displayed by Registered Users are third-party generated contents. Departax neither originates nor initiates the transmission nor selects the sender and receiver of the transmission nor selects nor modifies the information contained in the transmission. Departax has no control over the third-party user generated contents and does not provide any guarantee with respect to any such contents and Departax shall not be held liable for any loss suffered by you based on your reliance on or use of such data/content.

9.2. “Your Information” is defined as any information you provide to us or to other Users in the registration (as Registered User or as Guest User , reservation or buying or listing process, in the feedback area or through any email feature. You are solely responsible for your Information and we act only as a passive conduit for your publication of your Information .

You agree and undertake that you shall not host, display, upload, modify, publish, transmit, update or share any information or any item that:

• belongs to another person and to which you do not have any right;
• shall not be false, inaccurate or misleading;
• is grossly offensive, harmful, harassing, discriminatory, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, disparaging, relating or encouraging criminal activity, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing;
• harm minors in any way;
• infringes any patent, trademark, copyright or other proprietary rights or third-party's trade secrets or rights of publicity or privacy or is fraudulent or involves the sale of counterfeit or stolen items;
• involves the transmission of "junk mail", "chain letters", unsolicited mass mailing or "spamming";
• violates any law for the time being in force;
• deceives or misleads the reader about the origin of such messages;
• impersonate another person; contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource, or contains any Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
• shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline in force;
• shall not create liability for us or cause us to lose (in whole or in part) the services of our internet service providers or other suppliers;
• shall not link directly or indirectly to or include descriptions of items, goods or services that are prohibited under the User Agreement or any other applicable law in force; or
• are identical to other items you have up for sale or for auction but are priced lower than your item's price on Departax.com.

10. Obligations of Retailer

Right to Sell

Retailer represents to have the full right, power and authority to enter into this User Agreement and perform its obligations hereunder, to be the sole and exclusive legal owner of all items, goods or products of any description that you wish to offer for sale on the Website, to have the necessary legal rights to display and sell in its country the products, pictures, data and other details it publishes on Departax.com, to be legally allowed to sell/advertise the items you list for sale/advertising on Departax.com, to comply with all applicable laws in its performance of this User Agreement in connection with the display and sale of all products on Departax.com.

Rules

Retailer shall agree, accept and be bound by Departax’s Privacy Policy and all agreements, terms and conditions, terms of use etc., that are duly communicated in writing to Retailer or are displayed or updated on the Website from time to time.

Catalogue

Retailer shall create an online catalogue of products and upload product listings into its online store on Departax.com. Retailer acknowledges that it shall be solely responsible for the relevant reference numbers of its products and Retailer shall create, acquire and upload legitimate and accurate catalogue data.

Products

Retailer shall be responsible for maintaining and publishing all information relating to products displayed on its online store.

Retailer shall ensure that its published products are legally allowed to be sold in its country, are genuine and new and not old/used or a counterfeit product. Retailer acknowledges that any and all liabilities arising in connection with any defect, fault or shortcoming in the products including, but not limited to, infringement of intellectual property rights of any third-party, shall be of Retailer alone and Departax shall not be liable for the same in any manner whatsoever. Retailer agrees to keep Departax harmless and indemnified in this regard.

Listing

You acknowledge and understand that listings may include text descriptions, graphics and pictures that describe your item for sale.

The listings must be directly relevant to the item being sold.

The listing description of the items must not be misleading and must describe actual condition of the product. All listed items must be listed in an appropriate category on the Website.

You agree not to list a single product in multiple quantities across various categories on the Website. Departax reserves the right to delete such multiple listings of the same product listed by you in various categories.

Stock

All items listed for sale on Departax.com must be in stock for successful fulfilment of sales.

Links

Departax doesn't allow links to non-Departax sites or content where other items are offered for sale.

Price and Quantity

Retailer shall regularly update product price and quantity of its stock.

Pricing

Retailer shall ensure that the product pricing on Departax.com will be same or less as available on Retailer's own site or other channels.

Retailer shall not, either alone or in conjunction with other Users, manipulate or attempt to manipulate the pricing of any item on sale or being sold/purchased on the Website.

Fee structure

You shall not attempt to or circumvent or manipulate our fee structure, the billing process or the fees owed to Departax.

Taxes

All tax related liabilities and other liabilities including but not limited to sales tax, relating to the sale of the product shall be responsibility of Retailer.

Delivery

Retailer agrees to bear the cost of delivery for the items sold.

After-Sales

Retailer shall be responsible for after-sales service for the product and shall handle any Buyer complaint regarding product quality and warranties.

Return Policy

Retailer agrees to be bound by the local Return Policy to accept the items returned by Buyers.

Communication

Retailer consents to receive communications (including transactional, promotional and/or commercial messages) from us by postage, email or notices on the Website or through any other Departax services.

Retailer agrees to respond to orders or emails from Departax or Users within 48 hours.

From time to time, Retailer may have to provide additional information relating to the items displayed. You undertake that all such information shall be accurate in all respects. You shall not exaggerate or over-emphasize the attributes of such items on order to mislead Users in any manner.

Communication with other Retailers

Retailer is prohibited to engage in direct or indirect communication with other Retailers in order to influence the market.

Prohibited Items

The following items are not allowed to be displayed on Departax.com:

• Adult Material which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services
• Animals and Wildlife Products such as live animals, mounted specimens or ivory
• Artefacts prohibited for sale
• Beta Software
• Bootleg/Pirated Recordings
• Brand Name Misuse
• Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages
• Catalogue and URL Sales
• Child pornography which includes pornographic materials involving minors
• Materials or copies of materials protected by copyright, intellectual property, trademark, patent or trade secret, other proprietary rights or rights of publicity or privacy rights of any third-parties or other laws without the permission of the author or owner Counterfeit Currency and Stamps
• Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms
• Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items
• Embargoed Goods and Prohibited Countries
• Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction
• Event Tickets
• Firearms, Ammunition, Military and Knives
• Fireworks, Explosives and Explosive Substances; toxic, flammable and radioactive materials and substances
• Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content
• Government IDs and Licenses which includes fake IDs, passports, diplomas and noble titles
• Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers or other protected property
• Hazardous and Restricted Items
• Human Parts and Remains
• Items Encouraging Illegal Activity – examples include an eBook describing how to create methamphetamine
• Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes
• Multi level marketing collection fees
• Copyright unlocking items that includes modchips or other devices designed to circumvent copyright protection
• Movie Prints
• Offensive Material - examples include ethnically or racially offensive material or any literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred
• Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals
• Police, Army, Navy and Air force Related Items
• Pre-Sale Listings
• Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner
• Promotional Item
• Real Estate
• Regulated goods
• Replica and Counterfeit Items including imitations of designer goods
• Ringtones
• Equity Stocks and other securities or related financial products
• Stolen Property
• Surveillance Equipment
• Traffic devices which includes radar detectors/ jammers, license plate covers, traffic signal changers, and related products
• Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments
• Wholesale currency which includes discounted currencies or currency exchanges
• Work-at-home information
• Matrix sites or sites using a matrix scheme approach
• Any kind of services not related to products
• Any other product or service which is not in compliance with all the applicable laws and regulations whether federal, state, local or international

Departax reserves the right to modify, update and alter the list from time to time without any prior notice. To make sure you are aware of any changes, please review the list periodically.

Retailer is responsible for any legal issues and other liabilities arising if Retailer displays or sells these above-mentioned items on Departax.com.

You acknowledge that if any genuine claim is received by Departax from any person, Departax may in its sole discretion block your Retailer/User account and/or remove the products listed by you on Departax.com, without any prior notice to you. You agree that you shall have no claim whatsoever against Departax in this regard and the decision of Departax, as aforesaid shall be binding on you.

Right to use

Departax shall have the right to use your Information as provided by you and such usage of your information by us does not amount to violation of any rights you might have in your Information. You agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights (but no other rights) you have in your Information, in any media now known or not currently known, with respect to your Information. Departax will only use your Information in accordance with the User Agreement and Departax's Privacy Policy.

11. Breach

Without limiting other remedies, Departax may, at its sole discretion, limit your activity, remove your information, end your listing, suspend your store, warn other Users of your actions, temporarily or indefinitely suspend or terminate or block your membership and User ID, impose penalties, request compensation and/or refuse to provide you with the access to the Website in the event, but not limited to:

a. If you breach the User Agreement or the documents, agreements rules, policies, terms and conditions as incorporated herein by reference;

b. If Departax is unable to verify or authenticate any information provided by you; or

c. If it is believed that your actions may cause legal liability for other Users or for Departax.

We may at any time at our sole discretion reinstate suspended Users. A User that has been suspended or blocked may not register or attempt to register with Departax or use the Website in any manner whatsoever until such time that such User is reinstated by Departax. Notwithstanding the foregoing, if you breach the User Agreement or any other documents it incorporates by reference, Departax reserves the right to recover any amounts due and owing by you to Departax and to take legal action.

12. Platform for Communication

DEPARTAX'S ROLE IS THAT OF AN INTERMEDIARY IN THE FORM OF AN ONLINE MARKETPLACE AND IS LIMITED TO MANAGING THE WEBSITE TO ENABLE RETAILERS TO EXHIBIT, ADVERTISE, DISPLAY, MAKE AVAILABLE AND OFFER TO SELL PRODUCTS AND TO ENABLE BUYERS TO RESERVE AND PURCHASE THE PRODUCTS SO OFFERED, AND OTHER INCIDENTAL SERVICES TO FACILITATE THE TRANSACTIONS BETWEEN RETAILERS AND BUYERS. ACCORDINGLY, THE CONTRACT FOR RESERVATION AND SALE OF ANY OF THE PRODUCTS SHALL BE A BIPARTITE CONTRACT BETWEEN RETAILER AND BUYER. AT NO TIME SHALL DEPARTAX HAVE ANY OBLIGATIONS OR LIABILITIES IN RESPECT OF SUCH CONTRACT NOR SHALL DEPARTAX HOLD ANY TITLE IN THE PRODUCTS. THE TITLE IN THE PRODUCTS AND OTHER RIGHTS AND INTEREST IN THE PRODUCTS SHALL DIRECTLY PASS FROM THE RETAILER TO THE BUYER.

12.1 Departax does not control, endorse or accept responsibility for any product proposed to be reserved or sold on the Website. Departax makes no representations or warranties and shall not be liable for the Retailer or any such third-parties, about their products including representations relating to merchantability, fitness of a product or service for a particular purpose, warranty as to specific products and non-infringement of third-party intellectual property rights. Any transactions that the Buyer may have with such third-parties are at Buyer's own risk. The products shall be subject to Retailer's terms and conditions for warranty, service and maintenance, and Departax does not accept any responsibility for the same. Departax also does not accept any responsibility for the usage of the products by the Buyer.

12.2 Departax specifically disclaims any liability with regard to any illegal, infringing, fake, duplicate, spurious, defective, counterfeit, refurbished or expired products reserved or purchased by the Buyer from the Retailer and Departax shall not assume any liability if the product reserved or purchased by the Buyer from the Retailer is not exactly as per specifications detailed in the purchase confirmation of the order.

12.3 All commercial/contractual terms are offered by and agreed to between Buyers and Retailers alone. The commercial/contractual terms include, without limitation, price, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties and after-sales services related to goods. Departax does not have any control or determines or advises or in any way involves itself in the offering or acceptance of such commercial/contractual terms between Buyers and Retailers.

12.4 Departax is not responsible for any non-performance or breach of any contract entered into between Users. Departax cannot and does not guarantee that the concerned Users will perform any transaction concluded on the Website. Departax shall not and is not required to mediate or resolve any dispute or disagreement between Users.

12.5 Departax does not make any representation or warranty as to the attributes (such as legal title, identity, creditworthiness, etc) of any of its Users. You are advised to independently verify the attributes of any particular User that you choose to deal with on the Website and use your best judgment in that behalf.

12.6 Departax does not warrant that the sale price, product description and availability provided by the Retailer of the product is accurate, proper and valid. Any error in the sale price shall be solely attributed to the Retailer and not to Departax. Prices, product description and availability of the product are Retailer's responsibility.

12.7 Departax may provide fulfilment and logistics services to Retailers but Departax does not take possession or title of any product sold.

12.8. The contract for sale of any of the products shall be a strictly bipartite contract between Retailers and Buyers. Departax is not responsible for unsatisfactory or delayed performance of services or damages or delays as a result of items, which are out of stock, back ordered or otherwise unavailable. All items are offered only for a restricted time and only for the available supply as offered by Retailers.

12.9 You shall independently agree upon the manner and terms and conditions of delivery, payment, insurance etc with the other Users that you transact with.

12.10 Departax cannot control the information provided by other Users which is made available on the Website. You may find other Users' information to be offensive, obscene, harmful, inaccurate or deceptive. Please use caution when using the Website. We do not approve such unauthorized use, but by using the Website you acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on the Website. Please carefully select the type of information that you publicly disclose or share with others on the Website. Please note that there may be risks in dealing with people established in foreign countries, underage persons or people acting under false pretence.

12.11 You acknowledge and undertake that you are accessing the services on the Website and transacting at your own risk and are using your best and prudent judgment before entering into any transactions through the Website. We shall neither be liable nor responsible for any actions or inactions of Retailers nor any breach of conditions, representations or warranties by Retailers or manufacturers of the products and hereby expressly disclaim any and all responsibility and liability in that regard.

13. No Warranty

THE WEBSITE, SERVICES, CONTENT, USER CONTENT AND ANY THIRD-PARTY CONTENT ARE PROVIDED BY DEPARTAX ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, DEPARTAX MAKES NO WARRANTY THAT (I) THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR YOUR USE OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE WEBSITE OR SERVICES WILL MEET YOUR EXPECTATIONS; OR THAT (IV) ANY ERRORS OR DEFECTS IN THE WEBSITE OR SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEPARTAX OR THROUGH THE WEBSITE OR ITS CONTENT OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, DEPARTAX WILL HAVE NO LIABILITY RELATED TO USER CONTENT AND/OR THIRD-PARTY CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY OR OTHER LAWS. DEPARTAX ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT AND/OR THIRD-PARTY CONTENT.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, DEPARTAX WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A CONSEQUENCE OF UNAUTHORIZED USE OF YOUR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE WEBSITE OR ANY SERVICES, EITHER WITH OR WITHOUT YOUR KNOWLEDGE. DEPARTAX HAS ENDEAVORED TO ENSURE THAT ALL THE INFORMATION ON THE WEBSITE IS CORRECT, BUT DEPARTAX NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE QUALITY, ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION, PRODUCT OR SERVICE. DEPARTAX SHALL NOT BE RESPONSIBLE FOR THE DELAY OR INABILITY TO USE THE WEBSITE OR RELATED FUNCTIONALITIES, THE PROVISION OF OR FAILURE TO PROVIDE FUNCTIONALITIES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, FUNCTIONALITIES AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. FURTHER, DEPARTAX SHALL NOT BE HELD RESPONSIBLE FOR THE NON-AVAILABILITY OF THE WEBSITE DURING PERIODIC MAINTENANCE OPERATIONS OR ANY UNPLANNED SUSPENSION OF ACCESS TO THE WEBSITE THAT MAY OCCUR DUE TO TECHNICAL REASONS OR FOR ANY REASON BEYOND DEPARTAX'S CONTROL. THE USERS UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBSITE IS DONE ENTIRELY AT THEIR OWN DISCRETION AND RISK AND THEY WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. DEPARTAX IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERROR LEADING TO AN INVALID RESERVATION OR PURCHASE. DEPARTAX ACCEPTS NO LIABILITY FOR ANY ERRORS OR OMISSIONS, WITH RESPECT TO ANY INFORMATION PROVIDED TO YOU WHETHER ON BEHALF OF ITSELF OR THIRD-PARTIES.

14. Limitation of Liability

In no event shall Departax or its suppliers, affiliates, service providers and their respective officers, directors, employees, partners be liable for any direct, indirect, incidental, special, incidental, consequential, exemplary or punitive damages whatsoever, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses or based on any theory of liability including breach of contract or warranty, negligence or other tortious action or any other claim arising out of or in connection with your use of your access to the Website, its services, content or this User Agreement.

Departax's entire and aggregate liability in any circumstance including these terms and conditions shall not exceed the amount of fees, if any, paid by you to Departax under the relevant order to which the cause of action for the liability related. Departax, its associates, affiliates, service providers and technology partners make no representations or warranties about the accuracy, reliability, completeness and/or timeliness of any content, information, software, text, graphics, links or communications provided on or through the use of the Website or that the operation of the Website will be error-free and/or uninterrupted. Consequently, Departax assumes no liability whatsoever for any monetary or other damage suffered by you on account of delay, failure, interruption or corruption of any data or other information transmitted in connection with your use of the Website, or any interruption or errors in the operation of the Website.

15. Indemnity

You agree to indemnify and hold harmless Departax and Departax's parent, subsidiaries, affiliates, third-parties and their respective shareholders, officers, directors, agents, and employees, from any losses, liabilities, damages, costs and expenses, claims or demands, or actions including reasonable attorneys' fees asserted against or incurred by Departax, made by any third-party arising out of your breach or non-performance of terms of the User Agreement and/or policies of Departax as available on Departax.com, or the documents they incorporate by reference, or your violation of any law, rules or regulations or the rights of a third-party.

Departax may notify you of any claims which you shall be liable to indemnify Departax against. You will then be required to consult with Departax regarding the course of action to be undertaken in defending such a claim. You shall not compromise or settle any claim or admit any liability or wrongdoing on the part of Departax without the express prior written consent of Departax which can be withheld or denied or conditioned by Departax in its sole discretion.

16. Privacy

We only use your information as described in the Privacy Policy. If you object to your Information being transferred or used in this way, please do not use the Website.

By using the Website and/ or by providing your Information, you consent to the collection and use of the information you disclose on the Website by Departax in accordance with Departax’s Privacy Policy. you agree and acknowledge that you have read and fully understood the Privacy Policy and the terms and contents of such Privacy Policy as mentioned in the Website is acceptable by you.

We and our affiliates will share/sell some or all of your personal information with another business entity we plan to merge with, or be acquired by that business entity, reorganization or restructuring of the business. Should such a transaction occur, that other business entity (or the new combined entity) will be required to follow this Privacy Policy with respect to your personal information.

17. General terms

None of the provisions of the User Agreement shall be deemed to constitute a partnership or agency between you and Departax and you shall have no authority to bind Departax in any manner whatsoever.

Notices

Except as explicitly stated otherwise, any notices shall be given by email. Notice shall be deemed given 24 hours after the email is sent. We may also give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

Severability

If any clause of the User Agreement shall be deemed invalid, void or for any reason unenforceable, such clause shall be deemed severable and shall not affect the validity and enforceability of the remaining clauses of the User Agreement.

Amendments

We reserve the right, at our sole discretion, to change, modify, add or remove portions of the User Agreement, at any time without any prior written notice to you. It is your responsibility to review this User Agreement periodically for changes. Your continued use of the Website following the posting of changes will mean that you accept and agree to the changes.

Entire Agreement

This User Agreement sets forth the entire understanding and agreement between you and Departax with respect to the subject matter hereof.

Assignment

You cannot assign this User Agreement or any rights and obligations granted hereunder to any third-party without the prior notice of Departax. Departax may assign its rights and obligations under this User Agreement without your prior express consent, provided that Departax assigns the User Agreement on the same terms or terms that are no less advantageous to you.

Third-Party Claims

In the event of a third-party claim, specifically in relation to infringement of intellectual property rights of such third-party, Departax shall be entitled to provide all details of the products, Retailer, sales completed or pending, deliveries made as may be required by such third-party or mandated by an order or judgment of any court or other judicial or quasi judicial authorities and Retailer shall be under an obligation to ensure that Departax is not made a party to any such third-party claims as described herein and shall promptly and unilaterally take adequate steps to absolve Departax from any liability of any nature whatsoever, either present or anticipated.

Reporting a violation

In the event you become aware of any abuse or violation of the Terms of the User Agreement or of applicable laws, or if you become aware of any objectionable content on the Website, or if you believe your intellectual property rights have been violated in any manner through the Website, please write to info@departax.com in order to raise the issue.

Dispute Resolution between Buyers and Retailers

It is important that before a Buyer or Retailer raises a dispute, it should attempt to resolve the issue amicably with the other party. Please note that whenever a Buyer raises a dispute, the Retailer's payment for that order is put on hold immediately by Departax until the issue is resolved. Users can write to info@departax.com in order to raise a dispute. Once a dispute is raised by either party, Departax has the right to mediate in order to resolve the issue amicably.

Dispute Resolution between you and Departax

If any dispute arises between you and Departax during your use of the Website or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of the User Agreement, or the documents they incorporate by reference, both parties undertake to negotiate in good faith, to settle amicably the dispute to mutual satisfaction, during a period of 20 (twenty) days starting from the date of receipt by the other party of a formal notice of dispute.

If the parties didn’t reach an amicable resolution, the dispute shall be permanently settled by way of arbitration in accordance with the EAC (Euregio Arbitration Centre) Rules of Procedure, by contacting the EAC (Palais de Justice, 16 Place Saint-Lambert, 4000 Liège, Belgium, tel +32.4.232.51.11, fax +32.4.223.19.99, eac@barreaudeliege.be), in compliance with the form and content foreseen in its Rules of Procedure , in order to initiate a speedy, prescriptive and binding arbitration process.

The User Agreement or the documents they incorporate by reference shall be governed with the laws of Belgium.

Version dated 1 January 2019.

Older version: - .