Work-Out Human Performance Platform

1. Introduction

These Entity Terms & Conditions (“Terms”) govern the access to and use of the Work-Out Human Performance Platform (“WO-HPP”) provided by Stratco BV, trading under the commercial name Work-Out, a company incorporated under the laws of Belgium.

These Terms apply to every Entity, including its Entity Owner, Entity Administrators, Entity MD-Team Members, and any other authorised users accessing WO-HPP under the Entity’s subscription.

By creating an Entity, activating a Subscription Plan, or accessing or using WO-HPP, the Entity acknowledges that it has read, understood and agrees to be bound by these Terms, together with our Privacy Policy and any additional policies or agreements referenced herein.

If you are accepting these Terms on behalf of an organisation, company, sports club, educational institution, government organisation, healthcare provider or other legal entity, you represent and warrant that you have the authority to bind that Entity to these Terms.

If you do not agree with these Terms, you must not access or use WO-HPP.

2. Definitions

For the purpose of these Terms, the following definitions apply:

• Entity: An organisation, company, sports club, educational institution, healthcare provider, government organisation, defence organisation or any other legal or natural person that subscribes to and uses WO-HPP.
• Entity Owner: The individual designated by the Entity as the primary account owner who is responsible for managing the Entity, its Subscription Plan, billing, user management and administrative settings within WO-HPP.
• Entity Administrator: A user authorised by the Entity Owner to manage one or more administrative functions within WO-HPP, including user management, configurations, permissions and other platform settings, subject to the permissions granted by the Entity Owner.
• Entity MD-Team Member: An authorised professional appointed by an Entity to support Users through WO-HPP, including but not limited to coaches, physiotherapists, physicians, psychologists, nutritionists, physical training instructors, medical staff or other multidisciplinary professionals.
• User: An individual whose Human Performance information is managed within WO-HPP by an Entity. Depending on the Entity, a User may include, without limitation, an athlete, employee, patient, cadet, recruit, student, member, first responder, military operator or any other individual supported by the Entity.
• Work-Out: Stratco BV, a company incorporated under the laws of Belgium, trading under the commercial name Work-Out, providing the Work-Out Human Performance Platform.
• Work-Out Human Performance Platform (WO-HPP): The complete Work-Out software platform, including its web applications, mobile applications, APIs, cloud services, backend services, integrations, reporting capabilities and any related software, services or functionality made available by Work-Out.
• Subscription Plan: The commercial subscription selected by an Entity, defining the functionality, services, limits, pricing and licensing applicable to the Entity’s use of WO-HPP.
• Subscription Fee: The recurring amount payable by an Entity for its selected Subscription Plan.
• Content: Any information, text, images, videos, documents, questionnaires, workouts, programmes, reports, comments, messages or other material created, uploaded or shared within WO-HPP by an Entity or its authorised users.
• Health Data: Any information relating to the physical, physiological, mental or medical condition of a User, including but not limited to injuries, illnesses, medical history, wearable data, biometric measurements, performance metrics, wellness indicators and any other health-related information processed within WO-HPP.
• Third-Party Services: Any external software, hardware, wearable devices, payment providers, cloud services or other systems that integrate with WO-HPP, including but not limited to wearable manufacturers, payment service providers, authentication providers and other external platforms.
• Subscription Term: The period for which a Subscription Plan is purchased, being either a monthly or yearly subscription period, unless otherwise agreed in writing.
• Work-Out Pay: the payment functionality made available through WO-HPP that enables an Entity to accept, manage and reconcile payments relating to its products or services.
• Payment Service Provider: a third-party provider authorised to provide payment processing, acquiring, settlement or related regulated payment services.
• Transaction: any payment initiated or processed through Work-Out Pay.
  Payer: the User or other person making a payment to an Entity.
  Work-Out Pay Fee: any fee charged by Work-Out for providing Work-Out Pay.
• Processing Fees: fees charged in connection with payment processing by the Payment Service Provider.
• Settlement: the transfer of Transaction proceeds to the Entity following applicable deductions and reconciliation.
• Work-Out Pay Credits: credits that may be earned through eligible use of Work-Out Pay and applied against eligible Work-Out charges in accordance with the applicable commercial conditions.
• Refund: The full or partial return of the amount of a Transaction to the relevant Payer following cancellation, withdrawal, correction, dispute resolution or another valid reason relating to the underlying product or service.
• Chargeback: The reversal or attempted reversal of a Transaction initiated by a Payer, card issuer, bank, Payment Service Provider, payment scheme or other authorised financial institution in accordance with the applicable payment rules or dispute procedures.

3. About Work-Out

Work-Out is the commercial brand of Stratco BV, a Belgian technology company specialising in Human Performance software and digital solutions.

Work-Out develops and operates the Work-Out Human Performance Platform (“WO-HPP”), a Software-as-a-Service (“SaaS”) platform that enables Entities to manage, monitor and optimise Human Performance through a secure, integrated and data-driven environment.

WO-HPP supports a wide range of organisations, including but not limited to sports clubs, coaches, healthcare professionals, educational institutions, companies, defence organisations, police services, fire services and other public or private organisations responsible for supporting the health, wellbeing, readiness or performance of their Users.

Depending on the selected Subscription Plan, WO-HPP may provide functionality including, but not limited to:

• Entity and user management;
• Training, coaching and performance management;
• Health, wellbeing and medical record management;
• Nutrition and mental performance support;
• Wearable device and third-party integrations;
• Reporting, dashboards and analytics;
• Communication and collaboration tools;
• Billing, subscription and payment management, Work-Out Pay and payment-related functionality;
• Additional modules, integrations or services introduced by Work-Out from time to time.

Work-Out continuously develops and improves WO-HPP. As a result, available functionality, modules and services may evolve over time. Certain functionality may only be available under specific Subscription Plans or may be subject to additional terms and conditions.

4. Scope of the Agreement

These Terms govern the Entity’s access to and use of the Work-Out Human Performance Platform (WO-HPP) and apply to all authorised users operating under the Entity’s Subscription Plan and/or with Work-Out Pay, including the Entity Owner, Entity Administrators and Entity MD-Team Members.

These Terms apply to all components, modules, functionality and services that form part of WO-HPP, including any web applications, mobile applications, APIs, integrations, reporting services, cloud services and related software made available by Work-Out as part of the selected Subscription Plan.

By using WO-HPP, the Entity agrees to comply with these Terms, the Work-Out Privacy Policy and any additional policies, guidelines or service-specific terms published by Work-Out from time to time.

Certain functionality or services, including but not limited to payment services, marketplace services, premium integrations or future platform modules, may be subject to additional terms and conditions. Where applicable, such additional terms shall complement these Terms and shall only apply to the specific functionality or service concerned.

In the event of any conflict between these Terms and any service-specific terms, the service-specific terms shall prevail solely with respect to that specific service.

These Terms do not replace or regulate any contractual relationship that may exist directly between an Entity and its Users, healthcare professionals, coaches, employees, contractors or other third parties. The Entity remains solely responsible for its own professional, contractual and legal obligations towards its Users and any third parties.

Where the Entity activates or uses Work-Out Pay, the provisions relating to Work-Out Pay contained in these Terms shall apply in addition to the general provisions governing WO-HPP. Certain payment services may also be subject to the terms of the applicable Payment Service Provider.

5. Eligibility and Accounts

5.1 Eligibility

WO-HPP is intended for use by organisations and professionals acting within a legitimate business, governmental, educational, healthcare, defence, emergency services or other professional context.

By creating an Entity or using WO-HPP on behalf of an Entity, the Entity Owner represents and warrants that they have the legal authority to act on behalf of the Entity and to accept these Terms.

If an individual accesses WO-HPP on behalf of an Entity, that individual confirms that they have been authorised by the Entity Owner or an Entity Administrator to do so.

5.2 Entity Account

Each Entity is responsible for maintaining a single primary Entity account within WO-HPP.

The Entity Owner is responsible for:

• managing the Entity and its Subscription Plan;
• maintaining accurate organisational and billing information;
• appointing and managing Entity Administrators and Entity MD-Team Members;
• assigning appropriate permissions and access rights;
• ensuring that all authorised users comply with these Terms.

The Entity may designate one or more Entity Administrators to assist in managing the Entity.

5.3 User Accounts

Every individual accessing WO-HPP shall use a personal account.

User accounts are personal and may not be shared between multiple individuals.

The Entity is responsible for ensuring that access rights remain appropriate and that accounts belonging to former employees, contractors or other authorised users are removed or deactivated without undue delay.

5.4 Account Security

The Entity and all authorised users are responsible for maintaining the confidentiality of their login credentials and for taking appropriate measures to protect their accounts against unauthorised access.

Passwords, authentication methods and security credentials must not be shared with any third party.

The Entity shall promptly notify Work-Out upon becoming aware of any suspected or actual unauthorised access, compromise or misuse of an account.

5.5 Accuracy of Information

The Entity shall ensure that all information provided to Work-Out, including organisational details, contact information, billing information and user information, remains accurate, complete and up to date.

Work-Out may rely on the information provided by the Entity when delivering WO-HPP and related services.

5.6 Identity Verification

Work-Out reserves the right to request reasonable information to verify the identity of an Entity, the Entity Owner or authorised users where necessary to:

• protect the security of WO-HPP;
• comply with applicable laws or regulatory obligations;
• prevent fraud or misuse;
• support payment, subscription or account management processes.

Failure to provide requested verification information may result in delayed activation, suspension or restricted access to WO-HPP.

5.7 Payment Onboarding

Work-Out Pay is conditional upon successful onboarding and continued eligibility with the Entity's Payment Service Provider (PSP). The Entity is required to:

• provide accurate company, beneficial-owner and bank information;
• complete required KYB/KYC or other verification;
• maintain accurate payout details;
• provide additional documentation when reasonably requested;
• comply with PSP onboarding requirements.

Work-Out Pay my be unavailable, restricted or suspended even where the Entity continues to have access to WO-HPP.

6. Access to WO-HPP

6.1 License to Use

Subject to these Terms and the payment of all applicable Subscription Fees, Work-Out grants the Entity a limited, non-exclusive, non-transferable and revocable licence to access and use WO-HPP during the applicable Subscription Term solely for the Entity’s internal business or organisational purposes.

This licence does not transfer any ownership rights in WO-HPP or any part thereof.

6.2 Authorised users

Access to WO-HPP is limited to authorised users designated by the Entity in accordance with its Subscription Plan.

The Entity is responsible for ensuring that access rights are granted only to individuals who require access for legitimate professional purposes.

Work-Out may enforce technical or licensing limitations associated with the Entity’s Subscription Plan, including limitations relating to the number of authorised users, available functionality or other subscription-specific restrictions.

6.3 Subscription-Based Access

Access to specific modules, functionality, integrations or services may depend on the Entity’s selected Subscription Plan.

Certain features may:

• require an upgraded Subscription Plan;
• require additional licences;
• require the activation of optional modules;
• depend on third-party integrations or services; or
• become available as new functionality released by Work-Out.

Work-Out does not guarantee that all functionality will be available under every Subscription Plan.

6.4 Platform Improvements

Work-Out continuously develops, improves and maintains WO-HPP.

Accordingly, Work-Out may, from time to time:

• introduce new functionality or services;
• improve existing functionality;
• modify the user interface or workflows;
• replace or discontinue specific functionality;
• implement security improvements;
• resolve defects or performance issues.

Where reasonably possible, Work-Out will seek to minimise disruption to normal platform operations.

6.5 Maintenance and availability

Work-Out may perform scheduled or emergency maintenance to ensure the security, stability, availability or performance of WO-HPP.

Where reasonably practicable, scheduled maintenance that may significantly affect platform availability will be communicated to affected Entities in advance.

Work-Out does not guarantee uninterrupted or error-free availability of WO-HPP.

6.6 Suspension of Access

Work-Out reserves the right to temporarily suspend access to all or part of WO-HPP where reasonably necessary to:

• protect the security or integrity of WO-HPP;
• perform maintenance or emergency repairs;
• investigate suspected misuse or security incidents;
• comply with applicable laws or regulatory obligations;
• prevent fraud, unauthorised access or other unlawful activities.

Where reasonably possible, Work-Out will restore access as soon as the circumstances permitting suspension have been resolved.

6.7 Internet and Third-Party Dependencies

The Entity acknowledges that access to WO-HPP depends on internet connectivity and, where applicable, third-party infrastructure or services.

Work-Out shall not be responsible for interruptions or limitations resulting from failures of internet service providers, telecommunications networks, cloud infrastructure providers, wearable manufacturers, authentication providers, payment providers or other third-party services beyond Work-Out’s reasonable control.

7. Entity Roles and Responsibilities

7.1 General Responsibilities

The Entity is responsible for ensuring that WO-HPP is used in a lawful, ethical and professional manner and in accordance with these Terms and all applicable laws and regulations.

The Entity remains solely responsible for all activities performed under its Subscription Plan by its Entity Owner, Entity Administrators, Entity MD-Team Members and other authorised users.

7.2 Entity Owner

The Entity Owner is responsible for the overall administration of the Entity within WO-HPP, including:

• managing the Subscription Plan and billing information;
• appointing and removing Entity Administrators;
• approving or managing authorised users where applicable;
• ensuring that permissions are appropriately assigned;
• maintaining accurate organisational information;
• ensuring compliance with these Terms.

The Entity Owner may delegate administrative responsibilities to one or more Entity Administrators but remains ultimately responsible for the management of the Entity.

7.3 Entity Administrators

Entity Administrators are responsible for managing the administrative functions delegated to them by the Entity Owner.

Such responsibilities may include:

• managing users and permissions;
• configuring organisational settings;
• managing modules and configurations;
• assigning roles;
• maintaining organisational information;
• supporting the day-to-day operation of WO-HPP within the Entity.

Entity Administrators shall only perform actions within the scope of the permissions granted to them.

7.4 Entity MD-Team Members

Entity MD-Team Members are responsible for using WO-HPP in accordance with applicable professional standards, ethical obligations and any legal or regulatory requirements governing their profession.

Where applicable, Entity MD-Team Members remain solely responsible for:

• assessments and evaluations;
• coaching decisions;
• medical decisions;
• treatment plans;
• nutritional advice;
• psychological guidance;
• exercise prescriptions;
• communications with Users; and
• any other professional services delivered through or supported by WO-HPP.

WO-HPP is intended to support professional decision-making and does not replace professional expertise, clinical judgement or human oversight.

7.5 Responsibility Towards Users

The Entity is responsible for ensuring that Users are informed about the Entity’s use of WO-HPP where required by applicable law.

The Entity remains responsible for obtaining any necessary permissions, authorisations or legal bases required for collecting, processing and managing User information within WO-HPP.

Where applicable, the Entity is responsible for complying with all obligations relating to privacy, confidentiality, medical secrecy, employment law, defence regulations or other legal obligations applicable to its activities.

7.6 Appropriate Use

The Entity shall ensure that WO-HPP is used only for legitimate professional purposes consistent with the Entity’s activities.

The Entity shall not knowingly use WO-HPP:

• for unlawful purposes;
• to infringe the rights of others;
• to process information without an appropriate legal basis;
• to distribute malicious software;
• to interfere with the security or operation of WO-HPP; or
• in any manner that could damage the reputation or integrity of Work-Out or WO-HPP.

7.7 Responsibilities for Decisions

The Entity acknowledges that WO-HPP provides software tools to support Human Performance management.

All decisions relating to training, coaching, healthcare, wellbeing, employment, operational readiness or any other professional activities remain the sole responsibility of the Entity and its authorised professionals.

Work-Out does not supervise, validate or approve professional decisions taken by the Entity or its authorised users.

7.8 Compliance with Laws

The Entity shall ensure that its use of WO-HPP complies with all applicable laws, regulations and professional obligations, including those relating to:

• privacy and data protection;
• healthcare and medical confidentiality;
• employment;
• education;
• defence and national security;
• consumer protection;
• payment services; and
• any other legislation applicable to the Entity’s activities.

Nothing in these Terms relieves the Entity from its own legal or regulatory obligations.

7.9 Entity as Seller / Service Provider

The Entity remains exclusively responsible for their:

• products and services sold;
• pricing;
• description and advertising;
• fulfilment;
• cancellations;
• refunds;
• warranties;
• customer support;
• applicable VAT and other taxes;
• consumer protection obligations;
• invoices and credit notes (where Work-Out Pay is not able to generate it);
• legality of the underlying transaction.

Work-Out is not the seller, healthcare provider, coach, gym, merchant or supplier of the underlying product or service merely because payment is facilitated through Work-Out Pay.

8. Acceptable Use

8.1 General Use

The Entity and all authorised users shall use WO-HPP responsibly, lawfully and solely for legitimate professional purposes consistent with these Terms and the Entity’s activities.

The Entity shall ensure that all authorised users comply with this Section.

8.2 Prohibited Activities

The Entity and its authorised users shall not, directly or indirectly:

• use WO-HPP for any unlawful, fraudulent or misleading purpose;
• infringe the intellectual property rights or other rights of Work-Out or any third party;
• upload, transmit or distribute malicious software, viruses, ransomware or other harmful code;
• interfere with, disrupt or compromise the security, integrity, availability or performance of WO-HPP;
• attempt to gain unauthorised access to WO-HPP, its infrastructure, accounts, networks or underlying systems;
• bypass or attempt to bypass licensing, authentication or security mechanisms;
• use automated tools, scripts, bots or other technologies to access or interact with WO-HPP in a manner not expressly authorised by Work-Out;
• perform vulnerability scanning, penetration testing or security testing of WO-HPP without the prior written consent of Work-Out;
• impersonate another individual or misrepresent their identity or authority;
• knowingly upload false, misleading or inaccurate information where such information may negatively affect Users, other Entities or WO-HPP;
• use WO-HPP in a manner that could reasonably damage the reputation, integrity or operation of Work-Out or WO-HPP.
• use Work-Out Pay for:
  • illegal transactions;
  • fraud;
  • money laundering;
  • transactions intended to disguise the true nature of a sale;
  • processing transactions on behalf of an unauthorised third party;
  • artificial or sham transactions;
  • circumventing Work-Out Pay fees;
  • circumventing PSP restrictions;
  • prohibited or restricted products / services under applicable PSP rules;
  • manipulating refunds or chargebacks.

Products and services may also be subject to the acceptable-use and prohibited-business policies of the applicable Payment Service Provider.

8.3 Protection of Users

The Entity shall use WO-HPP in a manner that respects the privacy, dignity and rights of its Users.

The Entity shall not knowingly use WO-HPP to:

• harass, discriminate against or unlawfully monitor individuals;
• process information without an appropriate legal basis;
• collect or process information unrelated to the Entity’s legitimate activities;
• violate applicable employment, healthcare, defence, privacy or other legal obligations.

8.4 Platform Integrity

The Entity shall not intentionally overload, misuse or interfere with WO-HPP in a manner that could negatively affect other Entities, Users or the availability of the platform.

Work-Out reserves the right to implement reasonable technical measures to protect WO-HPP, including usage limitations, security controls, rate limiting and other protective mechanisms where necessary to safeguard the platform.

8.5 Reverse Engineering and Competitive Use

Except where expressly permitted under applicable mandatory law, the Entity and its authorised users shall not:

• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms, architecture or underlying technology of WO-HPP;
• copy, reproduce or imitate the functionality, user interface or design of WO-HPP for the purpose of developing a competing product or service;
• use WO-HPP to benchmark, evaluate or analyse the platform for the benefit of a competing business;
• permit any competitor of Work-Out to access WO-HPP for competitive analysis without the prior written consent of Work-Out.

Nothing in this Section shall prevent activities that cannot legally be restricted under applicable mandatory law.

8.6 Third-Party Integrations

Where WO-HPP integrates with Third-Party Services, the Entity shall use such integrations in accordance with the applicable terms of the relevant third-party provider.

The Entity shall not misuse or attempt to circumvent restrictions imposed by third-party services connected to WO-HPP.

8.7 Monitoring and Enforcement

Work-Out may investigate suspected violations of these Terms where reasonably necessary to protect WO-HPP, its Users, its infrastructure or other Entities.

Where Work-Out reasonably believes that a violation has occurred, Work-Out may take appropriate measures, including:

• requesting corrective action from the Entity;
• temporarily restricting access to specific functionality;
• suspending access to WO-HPP;
• terminating the Subscription Plan in accordance with these Terms;
• reporting unlawful activities to competent authorities where required by applicable law.

Work-Out will exercise these rights in a reasonable and proportionate manner, taking into account the nature and severity of the suspected violation.

9. Subscription Plans

9.1 Subscription Requirement

Access to WO-HPP is provided through one or more Subscription Plans offered by Work-Out.

Unless expressly agreed otherwise in writing, an active Subscription Plan is required to access and use WO-HPP beyond any applicable trial period.

Work-Out Pay Credits may, where offered, reduce amounts payable under an eligible Subscription Plan but do not terminate, replace or otherwise affect the existence of the Subscription Plan.

9.2 Available Subscription Plans

Work-Out may offer different Subscription Plans designed for different types of Entities, user volumes or operational requirements.

Subscription Plans may differ with respect to, among other things:

• available functionality and modules;
• authorised user limits;
• storage capacity;
• reporting and analytics capabilities;
• available integrations;
• support services;
• service levels;
• billing options; and
• other commercial or technical characteristics.

The functionality available to an Entity is determined by its selected Subscription Plan.

9.3 Subscription Changes

An Entity may request to upgrade, downgrade or otherwise modify its Subscription Plan, subject to the commercial conditions applicable at the time of the request.

Changes to a Subscription Plan may:

• become effective immediately;
• take effect at the start of the next billing cycle; or
• become effective on another date communicated by Work-Out,

depending on the nature of the requested change and the applicable Subscription Plan.

Where a downgrade results in reduced functionality or lower usage limits, the Entity remains responsible for ensuring that its use of WO-HPP complies with the limitations of the new Subscription Plan.

9.4 Optional Modules and Services

Certain functionality, integrations or services may be offered as optional modules or add-on services.

Such optional modules may be subject to additional fees, separate commercial terms or specific technical requirements.

The activation or use of optional modules does not modify these Terms unless expressly stated otherwise.

9.5 Subscription Availability

Work-Out reserves the right to introduce, modify, replace or discontinue Subscription Plans, optional modules or commercial offerings from time to time.

Such changes shall not affect an active Subscription Term unless:

• required by applicable law;
• necessary for security or operational reasons;
• agreed with the Entity; or
• otherwise permitted under these Terms.

9.6 Fair Use

Certain functionality or services may be subject to reasonable usage limits intended to ensure the stability, security and fair availability of WO-HPP for all Entities.

Where applicable, such limitations will be communicated through the applicable Subscription Plan, technical documentation or the WO-HPP platform.

9.7 Enterprise and Custom Agreements

Nothing in these Terms prevents Work-Out and an Entity from entering into a separate written agreement governing the commercial, operational or technical use of WO-HPP.

Where such an agreement exists, its specific commercial provisions shall prevail over these Terms solely to the extent of any inconsistency.

10. Subscription, Billing, Payments and Renewals

10.1 Subscription Fees

The Entity agrees to pay all Subscription Fees and any other applicable charges associated with its selected Subscription Plan.

All fees are exclusive of applicable taxes, duties or similar governmental charges unless expressly stated otherwise.

The Entity remains responsible for the payment of all applicable taxes relating to its Subscription Plan, except for taxes imposed directly on Work-Out’s income.

10.2 Billing

Subscription Fees shall be billed in accordance with the billing cycle associated with the selected Subscription Plan or as otherwise agreed in writing between Work-Out and the Entity.

Work-Out may issue invoices electronically and may make invoices available through WO-HPP or by other electronic means.

The Entity shall ensure that its billing information remains accurate and up to date throughout the Subscription Term.

10.3 Payment Terms

Unless otherwise agreed in writing:

• invoices shall be payable within the period specified on the applicable invoice;
• payments shall be made using one of the payment methods accepted by Work-Out;
• the Entity shall be responsible for any applicable transaction costs charged by its own financial institution.

Payment obligations are non-cancellable except where expressly provided under these Terms or required by applicable law.

10.4 Electronic Payment of Work-Out Charges

Where Work-Out enables the Entity to pay Subscription Fees or other amounts owed directly to Work-Out electronically, the Entity authorises Work-Out and its designated payment service providers to process such payments using the payment method selected by the Entity.

Available payment methods may include payment cards, bank transfers, direct debit, digital wallets or other payment methods made available by Work-Out from time to time.

The availability of specific payment methods may depend on the Entity's location, currency, Subscription Plan or the applicable payment service provider.

This Section only to payments made by the Entity to Work-Out. Transactions processed by the Entity through Work-Out Pay are governed separately by other sections.

10.5 Automatic Renewals and Recurring Payments

Where the Entity selects a Subscription Plan that automatically renews, the Subscription Plan shall renew automatically at the end of each Subscription Term unless cancelled in accordance with these Terms.

Where recurring electronic payments have been authorised, the Entity authorises Work-Out or its designated payment service provider to collect the applicable Subscription Fees for each renewal period using the selected payment method.

The Entity remains responsible for ensuring that valid payment information is maintained throughout the Subscription Term.

10.6 Failed or Late Payments

If a payment cannot be successfully processed or an invoice remains unpaid after its due date, Work-Out may, after providing reasonable notice where appropriate:

• request an alternative payment method;
• retry the payment;
• temporarily restrict access to certain functionality;
• suspend access to WO-HPP;
• charge statutory interest or reasonable recovery costs where permitted by applicable law; or
• terminate the Subscription Plan in accordance with these Terms.

Work-Out will exercise these rights reasonably and proportionately, taking into account the circumstances of the non-payment.

10.7 Subscription Changes

Where the Entity upgrades or modifies its Subscription Plan during an active Subscription Term, Work-Out may adjust future billing to reflect the modified Subscription Plan.

Where applicable, Work-Out may apply proportional charges or credits in accordance with its commercial policies.

10.8 Price Changes

Work-Out may revise Subscription Fees from time to time.

Any changes to Subscription Fees shall apply only to future Subscription Terms unless otherwise required by applicable law or agreed in writing.

Where required by applicable law or where reasonably appropriate, Work-Out will provide advance notice of price changes before they become effective.

10.9 Payment Providers for Work-Out Charges

Work-Out may use one or more third-party payment service providers to process payments securely.

The processing of payment transactions may therefore also be subject to the terms, conditions and privacy policies of the applicable payment service provider.

Work-Out does not store complete payment card information unless expressly stated otherwise.

10.10 Purchase Orders

Where an Entity requires purchase orders, supplier registration, governmental procurement procedures or similar administrative processes before payment can be made, the Entity remains responsible for ensuring that such processes are completed in a timely manner.

Unless otherwise agreed in writing, internal procurement procedures shall not suspend or delay the Entity’s payment obligations.

11. Work-Out Pay

Work-Out may make payment functionality available through WO-HPP under the name Work-Out Pay.

Work-Out Pay enables eligible Entities to accept, manage and reconcile payments relating to products, services, memberships, subscriptions or other offerings provided by the Entity to Users or other customers.

The availability of Work-Out Pay may depend on the Entity's location, eligibility, Payment Service Provider account, Subscription Plan, technical configuration and compliance with applicable legal and contractual requirements.

Use of WO-HPP does not automatically entitle an Entity to use Work-Out Pay.

11.1 Role of Work-Out

Work-Out provides the software, technical infrastructure and platform functionality through which Work-Out Pay is made available.

Work-Out may facilitate, among other things:

• initiation and administration of Transactions;
• integration with Payment Service Providers;
• payment status information;
• reconciliation;
• reporting;
• recurring payment workflows;
• refund administration;
• payment-related notifications;
• other payment-related functionality made available through WO-HPP.

Regulated payment services, including payment processing, acquiring, safeguarding or settlement of funds where applicable, are provided by independent Payment Service Providers.

Unless expressly stated otherwise, Work-Out does not act as a bank, payment institution, electronic money institution or other regulated financial institution and does not hold customer funds on behalf of the Entity.

11.2 Entity as Seller

The Entity remains the seller, supplier or service provider in relation to all products, services, memberships, subscriptions or other offerings sold through Work-Out Pay.

The agreement relating to the underlying product or service exists directly between the Entity and the relevant Payer or customer.

The Entity remains solely responsible for:

• determining its prices and commercial conditions;
• accurately describing its products and services;
• fulfilling the underlying products or services;
• memberships and entitlements;
• cancellations and withdrawal rights;
• refunds;
• warranties and guarantees;
• customer service;
• consumer protection obligations;
• invoicing and credit notes;
• taxes relating to the underlying sale;
• compliance with all laws and professional obligations applicable to its activities.

The use of Work-Out Pay does not make Work-Out the seller, merchant, healthcare provider, coach, gym, employer or supplier of the underlying product or service.

11.3 Payment Service Provider

To use Work-Out Pay, the Entity must maintain its own approved account with the Payment Service Provider designated or supported by Work-Out.

The Entity is responsible for:

• completing all required onboarding, identity verification and business verification procedures;
• providing complete and accurate information;
• complying with the terms and policies of the Payment Service Provider;
• providing additional information or documentation reasonably required for compliance, fraud prevention or regulatory purposes.

The Payment Service Provider may independently approve, reject, restrict, suspend or terminate the Entity's payment account or particular Transactions in accordance with its own terms and applicable law.

Where the Entity no longer has an active or eligible Payment Service Provider account, Work-Out may restrict or suspend Work-Out Pay without suspending the Entity's access to other WO-HPP functionality.

11.4 Transactions

Transactions may be processed using payment methods supported by Work-Out and the applicable Payment Service Provider from time to time.

Work-Out does not guarantee that:

• every Transaction will be authorised or successfully processed;
• every payment method will be available in every country or currency;
• a successfully authorised Transaction cannot be subsequently be reversed, refunded, or subject to chargeback;
• processing or settlement will occur within a specific period unless expressly agreed otherwise.

The Entity shall not use Work-Out Pay for unlawful, fraudulent, artificial or misleading Transactions or to process payments on behalf of an unauthorised third party.

Transactions are also subject to the applicable rules, restrictions and prohibited-business requirements of the relevant Payment Service Provider and payment networks.

11.5 Work-Out Pay Fees and Processing Fees

The Entity agrees to pay all fees and charges applicable to its use of Work-Out Pay.

Such charges may include:

• Work-Out Pay Fees charged by Work-Out for providing Work-Out Pay;
• Processing Fees charged in connection with the processing of Transactions by the applicable Payment Service Provider;
• other applicable payment-related fees ar charges communicated to the Entity.

Applicable fees may depend on factors including Transaction volume, payment method, country, currency, commercial arrangement, Payment Service Provider conditions or other relevant circumstances.

The applicable pricing will be communicated through WO-HPP, an applicable commercial offer, pricing documentation or another agreed commercial channel.

Unless expressly stated otherwise, fees and charges are exclusive of applicable VAT or other taxes.

Work-Out may deduct applicable Work-Out Pay Fees and other amounts owed to Work-Out from Transaction proceeds where supported by the applicable payment arrangement or may invoice such amounts separately.

11.6 Settlement and Payouts

Transaction proceeds are settled to the Entity through the applicable Payment Service Provider in accordance with the Payment Service Provider's settlement procedures.

Settlement amounts may be reduced by applicable:

• refunds;
• chargebacks;
• processing fees;
• Work-Out Pay Fees;
• taxes;
• corrections;
• negative balances;
• other authorised payment-related deductions.

Settlement timing may depend on the payment method, Payment Service Provider, banking system, currency, regulatory requirements, fraud or risk reviews, weekends, public holidays or other circumstances outside Work-Out's reasonable control.

Work-Out does not guarantee a specific settlement date unless expressly agreed otherwise.

Where amounts owed by the Entity cannot be recovered through Transaction proceeds or future Settlements, Work-Out may invoice or otherwise debit the Entity for the outstanding amount in accordance with the applicable payment authorisation.

11.7 Refunds, Chargebacks and Payment Disputes

The Entity remains responsible for managing Refunds and customer disputes relating to its underlying products or services.

Where supported by WO-HPP, Work-Out may provide technical functionality enabling the Entity to initiate or administer Refunds through the applicable Payment Service Provider.

The Entity remains responsible for all Refund amounts, Chargebacks and related costs attributable to Transactions processed on its behalf.

Where a Chargeback or payment dispute occurs, the Entity shall provide any information or evidence reasonably required by Work-Out or the Payment Service Provider within the applicable deadlines.

Work-Out may recover amounts relating to Refunds, Chargebacks, payment disputes, Processing Fees or other associated costs by:

• deducting them from pending or future Settlements;
• offsetting them against other amounts payable to the Entity;
• invoicing or debiting the Entity where the available Transaction proceeds are insufficient.

Refunds, Chargebacks or reversals may also result in the correction or cancellation of previously calculated Work-Out Pay Credits.

11.8 Work-Out Pay Credits

Eligible use of Work-Out Pay may generate Work-Out Pay Credits for the Entity in accordance with the commercial conditions applicable at the relevant time.

Work-Out Pay Credits are automatically calculated based on eligible Work-Out Pay activity and become final only after the relevant Transactions have been settled and reconciled.

Unless expressly agreed otherwise:

• Work-Out Pay credits may only be applied against the Entity's eligible base WO-HPP Subscription Fee;
• Credits cannot reduce an eligible Subscription Fee below zero;
• Credits do not apply to add-ons, optional modules, professional services, or other excluded charges;
• Credits may be adjusted, reversed or cancelled following refunds, chargebacks, reversals, corrections, or other Transaction adjustments;
• Credits have no cash value;
• Credits cannot be exchanged for cash or paid out;
• Credits cannot be sold, transferred or assigned to another Entity;
• Credits do not constitute money, electronic money, stored value, a deposit or other financial asset;
• unused Credits expire upon termination of the Entity's Subscription Plan or Work-Out Pay unless expressly agreed otherwise.

The earning rate, calculation method, eligibility requirements and application of Work-Out Pay Credits may be determined in the applicable pricing or commercial documentation and may be changed prospectively by Work-Out.

The application of Work-Out Pay Credits does not terminate, suspend or otherwise alter the Entity's underlying Subscription Plan, even where the amount payable for a billing period is reduced to zero.

11.9 Taxes and Invoicing

The Entity remains solely responsible for determining, collecting, reporting and paying any VAT, sales taxes, duties or other taxes arising from the products or services it sells to Payers through Work-Out Pay.

The Entity remains responsible for issuing any legally required invoices, receipts, credit notes or other fiscal documentation relating to the underlying Transaction.

Work-Out is responsible only for invoicing or otherwise accounting for its own fees and services provided to the Entity.

The Payment Service Provider may separately invoice or account for Processing Fees or other services supplied directly by it.

The use of Work-Out Pay does not transfer the Entity's fiscal or accounting obligations to Work-Out.

11.10 Recurring Payments

Work-Out Pay may support recurring payments for memberships, subscriptions or other recurring services offered by the Entity.

The Entity remains responsible for ensuring that:

• a valid mandate, authorisation or other lawful basis exists for each recurring payment;
• the amount and frequency of the recurring payment have been properly communicated to the Payer;
• applicable consumer protection and cancellation requirements are respected;
• recurring payments are stopped when the underlying entitlement or authorisation ends;
• any legally required notices are provided to the Payer.

Work-Out and the applicable Payment Service Provider may technically initiate recurring Transactions based on valid payment mandates or authorisations provided through the platform.

Work-Out does not guarantee the successful execution of any recurring Transaction.

12. Free Trial

Where offered by Work-Out, an Entity may access WO-HPP through a free trial or evaluation period (“Free Trial”).

Unless expressly stated otherwise:

• the Free Trial is provided solely for evaluation purposes;
• access may be limited in duration, functionality or usage;
• Work-Out may modify, suspend or terminate the Free Trial at any time without prior notice;
• no guarantee is given that data, configurations or Content created during the Free Trial will remain available after the trial expires.

At the end of the Free Trial, access to WO-HPP may be suspended unless the Entity activates a paid Subscription Plan.

Work-Out may determine, at its sole discretion, whether an Entity is eligible for a Free Trial and reserves the right to refuse or withdraw a Free Trial where misuse, abuse or repeated trial registrations are suspected.

13. Intellectual Property

13.1 Ownership of WO-HPP

WO-HPP, including all software, source code, object code, databases, APIs, designs, user interfaces, documentation, trademarks, logos, graphics, algorithms, reports and all related intellectual property rights, remain the exclusive property of Work-Out or its licensors.

Nothing in these Terms transfers any ownership or intellectual property rights to the Entity or any authorised user.

13.2 License to Use

Subject to these Terms, Work-Out grants the Entity a limited, non-exclusive, non-transferable and revocable licence to access and use WO-HPP solely during the applicable Subscription Term and in accordance with the selected Subscription Plan.

The Entity shall not acquire any rights other than those expressly granted under these Terms.

13.3 Entity Content

The Entity retains ownership of all Content and data that it uploads, creates or stores within WO-HPP.

The Entity grants Work-Out a non-exclusive, worldwide, royalty-free licence to host, process, store, reproduce, transmit and display such Content solely to the extent necessary to:

• provide and operate WO-HPP;
• maintain and secure the platform;
• perform backups and disaster recovery;
• provide support services;
• comply with applicable legal obligations; and
• improve the functionality and reliability of WO-HPP.

This licence automatically terminates when the relevant Content is permanently deleted from WO-HPP, except where retention is required by law or under these Terms.

13.4 Feedback

If the Entity or its authorised users provide suggestions, feedback, feature requests or other ideas relating to WO-HPP, Work-Out may use, modify and incorporate such feedback into its products and services without restriction or compensation, provided that no confidential information of the Entity is disclosed.

13.5 Reservation of Rights

All rights not expressly granted under these Terms are reserved by Work-Out.

14. Customer Content and Data

14.1 Responsibility for Content

The Entity remains solely responsible for all Content and data uploaded, created, imported or otherwise made available within WO-HPP by the Entity or its authorised users.

The Entity represents and warrants that it has all necessary rights, permissions and legal bases required to process such Content within WO-HPP.

14.2 Lawful Processing

The Entity shall ensure that all Content processed through WO-HPP complies with applicable laws and regulations, including those relating to privacy, data protection, confidentiality and intellectual property.

The Entity shall not knowingly upload or process unlawful, misleading or infringing Content.

14.3 Data Processing by Work-Out

Work-Out shall process Customer Content solely for the purpose of providing, maintaining, securing and improving WO-HPP, and in accordance with these Terms, the applicable Privacy Policy and any Data Processing Agreement entered into between the parties.

14.4 Data Retention and Deletion

Upon termination of the Subscription Plan, Customer Content shall remain available for a reasonable period where necessary to facilitate export or retrieval, unless immediate deletion is requested or required by law.

Thereafter, Work-Out may permanently delete or anonymise Customer Content in accordance with its data retention policies and applicable legal obligations.

14.5 Backups

Work-Out may create and maintain backup copies of Customer Content for operational continuity, disaster recovery, security and legal compliance purposes.

Backup copies shall be retained only for as long as reasonably necessary in accordance with Work-Out’s operational and legal retention requirements.

14.6 Anonymised Data

Work-Out may generate anonymised and aggregated information derived from Customer Content for the purposes of improving WO-HPP, developing new functionality, producing statistical analyses and monitoring platform performance.

Such information shall not identify the Entity or any individual User.

15. Third-Party Integrations

15.1 Availability

WO-HPP may integrate with Third-Party Services, including wearable devices, health platforms, identity providers, Payment Service Providers and other external systems.

The availability of such integrations may depend on the Entity's Subscription Plan, technical configuration, location, eligibility or the continued availability of the relevant Third-Party Service.

15.2 Third-Party Responsibility

Third-Party Services are operated independently from Work-Out.

Work-Out is responsible for the functionality of its own integration layer but does not control the underlying systems, infrastructure, data, policies or services operated by third-party providers.

Accordingly, Work-Out does not warrant the uninterrupted availability, continued compatibility, accuracy or performance of any independent Third-Party Service.

Failures, changes or interruptions affecting a Third-Party Service may temporarily or permanently affect related functionality within WO-HPP.

15.3 Entity Compliance

The Entity is responsible for ensuring that its use of Third-Party Services complies with the applicable terms, conditions, licences, privacy policies and legal requirements of the relevant provider.

Where required, the Entity shall obtain all necessary permissions, authorisations and legal bases before connecting or using a Third-Party Service through WO-HPP.

15.4 Payment Service Providers

Payment Service Providers used in connection with Work-Out Pay are additionally governed by Section 11.

The Entity acknowledges that regulated payment processing and related financial services may be provided directly by the applicable Payment Service Provider under a separate contractual relationship between the Entity and that provider.

Nothing in this Section limits Work-Out's obligations relating to the Work-Out Pay technology and services expressly provided by Work-Out under these Terms.

15.5 Changes to Integrations

Work-Out may add, modify, replace, suspend or discontinue Third-Party Integrations where reasonably necessary, including for technical, security, commercial, legal or operational reasons or where the relevant Third-Party Service is no longer supported or available.

Where reasonably practicable and where a change materially affects the Entity's use of WO-HPP, Work-Out will seek to provide reasonable advance notice.

16. Privacy and Data Protection

16.1 Privacy Commitment

Work-Out is committed to protecting the privacy and security of personal data processed through WO-HPP.

The processing of personal data shall be carried out in accordance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), these Terms, the Work-Out Privacy Policy and, where applicable, the Data Processing Agreement between the parties.

Depending on the PSP arrangement, the PSP may process:

• identity information;
• bank account information;
• transaction information;
• fraud/risk information;
• KYB/KYC data.

The PSP may act as an independent Data Controller for some regulatory/payment processing purposes.

16.2 Roles and Responsibilities

Unless otherwise agreed in writing, the Entity acts as the data controller for the personal data it processes within WO-HPP.

Work-Out acts as a data processor, processing personal data solely on behalf of and in accordance with the documented instructions of the Entity, except where otherwise required by applicable law.

16.3 Entity Responsibilities

The Entity is responsible for:

• ensuring that personal data is collected and processed lawfully;
• providing any required privacy notices to Users;
• obtaining any required consents or other legal bases for processing; and
• complying with its obligations under applicable data protection laws.

16.4 Privacy Documentation

Further information regarding the processing of personal data, data subject rights, retention periods and security measures is available in the Work-Out Privacy Policy and, where applicable, the Data Processing Agreement.

17. Health and Performance Data

17.1 Nature of the Data

WO-HPP is designed to support the management of Human Performance and may process Health Data and other performance-related information provided by the Entity or its authorised users.

Such information may include, among other things, biometric measurements, wearable data, training information, wellness indicators, medical information, questionnaires, test results and other data relevant to the Entity’s activities.

17.2 Entity Responsibility

The Entity is solely responsible for ensuring that Health Data is collected, processed and managed in accordance with applicable laws, professional obligations and these Terms.

The Entity remains responsible for determining which information is recorded within WO-HPP and for ensuring the accuracy, relevance and lawful processing of such information.

17.3 Professional Decision-Making

WO-HPP is a decision-support platform intended to assist authorised professionals in managing Human Performance.

WO-HPP does not provide medical diagnoses, treatment recommendations or professional advice and is not intended to replace professional judgement, clinical expertise or independent decision-making.

All decisions concerning the health, wellbeing, readiness or performance of Users remain the sole responsibility of the Entity and its authorised professionals.

17.4 Emergency Use

WO-HPP is not intended for emergency response, life-support or other situations where the uninterrupted availability of the platform is critical to the immediate protection of life or health.

The Entity shall ensure that appropriate operational and emergency procedures remain in place independently of WO-HPP.

18. Availability, Updates and Support

18.1 Platform Availability

Work-Out will use commercially reasonable efforts to maintain the availability and performance of WO-HPP.

However, WO-HPP is provided on an “as available” basis and Work-Out does not guarantee uninterrupted, error-free or continuous availability of the platform.

18.2 Updates and Maintenance

Work-Out may perform maintenance, security updates, bug fixes, performance improvements and functional enhancements from time to time.

Where reasonably practicable, planned maintenance likely to significantly impact platform availability will be communicated in advance.

18.3 Support

Work-Out provides support in accordance with the Entity’s Subscription Plan or any separate written agreement between the parties.

Support availability, response times and service levels may vary depending on the selected Subscription Plan.

18.4 Service Levels

Unless expressly agreed in writing, no specific service levels, response times or uptime commitments apply.

Where the parties have entered into a separate Service Level Agreement (“SLA”), the SLA shall prevail with respect to the agreed service levels.

19. Security

19.1 Security Measures

Work-Out implements and maintains appropriate technical and organisational measures designed to protect WO-HPP and the personal data processed through the platform against unauthorised access, loss, misuse, alteration or disclosure.

Such measures may include, where appropriate, access controls, authentication mechanisms, encryption, audit logging, backups, monitoring and other industry-standard security practices.

19.2 Shared Responsibility

The security of WO-HPP is a shared responsibility between Work-Out and the Entity.

The Entity is responsible for managing its authorised users, protecting account credentials, assigning appropriate permissions and maintaining the security of its own devices, networks and information systems.

19.3 Security Incidents

The Entity shall promptly notify Work-Out of any suspected or actual security incident affecting WO-HPP or any authorised account.

Work-Out will investigate security incidents affecting WO-HPP and, where required by applicable law, notify affected Entities in accordance with its legal obligations.

19.4 Security Improvements

Work-Out may implement security updates, modify security controls or introduce additional security measures where reasonably necessary to protect WO-HPP, its infrastructure or its users.

Such measures may require the Entity or its authorised users to adopt updated authentication methods or security procedures.

19.5 Work-Out Pay Responsibilities

The Entity is responsible to:

• restrict access to refunds and payment administration;
• protect payout and banking information;
• promptly report suspected payment fraud;
• maintain strong authentication for payment administrators;
• carefully validate changes to payout bank accounts.

Work-Out retains the right to require stronger authentication for sensitive payment actions where deemed necessary.

20. Suspension and Termination

20.1 Suspension of WO-HPP

Work-Out may temporarily suspend all or part of an Entity's access to WO-HPP where reasonably necessary to:

• protect the security, integrity or availability of WO-HPP;
• investigate suspected violations of these Terms;
• comply with applicable laws or legal obligations;
• address overdue payments;
• remedy another material breach of these Terms.

Where reasonably practicable, Work-Out will notify the Entity in advance or as soon as reasonably possible following the suspension.

21.2 Suspension of Work-Out Pay

Work-Out may suspend or restrict Work-Out Pay independently from the Entity's access to other WO-HPP functionality where reasonably necessary, including where:

• fraud, money laundering or other unlawful activity is suspected;
• unusual or potentially fraudulent Transactions are detected;
• the Entity fails to complete required verification procedures;
• the Payment Service Provider suspends or restricts the Entity's account;
• excessive or abnormal Chargeback or dispute activity occurs;
• payment-related amounts remain unpaid;
• the Entity breaches these Terms or applicable Payment Service Provider rules;
• suspension is required by applicable law, a competent authority or the Payment Service Provider.

Suspension of Work-Out Pay does not automatically terminate the Entity's Subscription Plan or access to other WO-HPP functionality.

20.3 Termination by the Entity

The Entity may terminate its Subscription Plan in accordance with the applicable Subscription Plan or any separate written agreement.

Where Work-Out Pay is optional, the Entity may stop using Work-Out Pay without terminating its Subscription Plan, subject to the completion of outstanding Transactions, Settlements, Refunds, Chargebacks and other payment obligations.

Termination does not relieve the Entity of any obligation that became due before or as a result of termination.

20.4 Termination by Work-Out

Work-Out may terminate the Entity's Subscription Plan or, where appropriate, terminate or permanently disable Work-Out Pay where the Entity:

• materially breaches these Terms and fails to remedy the breach within a reasonable period after receiving notice, where the breach is capable of remedy;
• repeatedly or seriously violates these Terms;
• engages in unlawful, fraudulent or abusive activity;
• misuses Work-Out Pay or processes prohibited Transactions;
• becomes ineligible to use the applicable Payment Service Provider;
• is required to be terminated by applicable law or a competent authority.

Where reasonably appropriate, Work-Out may terminate Work-Out Pay without terminating the Entity's use of WO-HPP.

20.5 Effect of Termination

Upon termination of the Subscription Plan:

• the Entity’s licence to use WO-HPP ends;
• Work-Out may disable access to WO-HPP;
• the Entity remains responsible for all outstanding payment obligations;
• Entity Content will be handled in accordance with Section Customer Content and Data;
• unused Work-Out Pay credits will expire unless expressly agreed otherwise.

Termination or suspension does not cancel or invalidate Transactions initiated before the effective date of termination.

Work-Out, the Entity and the applicable Payment Service Provider may continue to process or reconcile:

• pending Transactions;
• Settlements;
• Refunds;
• Chargebacks;
• payment disputes;
• fees;
• corrections;
• negative balances;
• other payment obligations relating to activity occurring before termination.

The Entity remains liable for payment-related obligations arising after termination where they relate to Transactions processed before termination.

20.6 Negative Balances and Outstanding Amounts

Where the Entity has a negative payment balance or owes amounts to Work-Out following termination, Work-Out may recover such amounts from available Settlements or other amounts payable to the Entity.

Where such amounts cannot be recovered through available funds, the Entity shall pay the outstanding balance upon invoice or other valid payment request from Work-Out.

20.7 Survival

Any provisions which by their nature are intended to survive termination shall remain in effect after termination, including provisions relating to:

• intellectual property;
• confidentiality;
• outstanding payment obligations;
• Transactions and Settlements;
• Refunds and Chargebacks;
• Work-Out Pay Fees and Processing Fees;
• negative balances;
• liability;
• dispute resolution;
• governing law.

21. Disclaimer

21.1 Provision of WO-HPP

WO-HPP is provided as a software platform designed to support Human Performance management.

While Work-Out continuously develops and maintains WO-HPP, the platform is provided on an “as available” basis. Except as expressly stated in these Terms or required by applicable law, Work-Out makes no warranties or guarantees regarding the uninterrupted availability, completeness, accuracy or fitness of WO-HPP for any particular purpose.

21.2 Work-Out Pay

Work-Out cannot guarantee:

• approval of transactions;
• availability of every payment method;
• exact settlement timing;
• absence of chargebacks;
• uninterrupted availability of a PSP;
• customer payment behaviour.

21.3 Professional Use

WO-HPP is intended to support authorised professionals in managing Human Performance.

Work-Out does not provide medical, healthcare, nutritional, psychological, legal or other professional advice through WO-HPP.

The Entity remains solely responsible for all professional assessments, decisions and actions taken on the basis of information processed or displayed within WO-HPP.

21.4 Third-Party Services

Work-Out is not responsible for the availability, accuracy or performance of Third-Party Services integrated with WO-HPP.

The Entity acknowledges that interruptions or limitations affecting such services may also affect certain functionality within WO-HPP.

21.5 No Guarantee of Results

Work-Out does not warrant or guarantee any specific health, wellbeing, performance, operational, business or other outcomes resulting from the use of WO-HPP.

The effectiveness of WO-HPP depends on numerous factors outside the reasonable control of Work-Out, including the quality of data entered, the professional judgement of authorised users and the correct use of the platform.

22. Limitation of Liability

22.1 General

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

22.2 Limitation of Liability

To the maximum extent permitted by applicable law, Work-Out shall only be liable for direct damages resulting from a proven breach by Work-Out of these Terms or applicable law.

Work-Out shall not be liable for indirect, incidental, consequential, special or punitive damages, including loss of profits, revenue, goodwill, opportunity, anticipated savings, data or business interruption.

22.3 Maximum Liability

Except in cases of wilful misconduct, fraud or gross negligence, Work-Out's aggregate liability arising out of or in connection with these Terms shall not exceed the total fees paid or payable to Work-Out by the Entity during the twelve (12) months immediately preceding the event giving rise to the claim.

For the purpose of this liability cap, the following shall not be considered fees paid or payable to Work-Out:

• Transaction principal amounts;
• amounts belonging to the Entity or Payers;
• Processing Fees charged by a Payment Service Provider;
• taxes, duties or similar amounts collected or remitted on behalf of third parties;
• other pass-through amounts that do not constitute revenue of Work-out.

22.4 Payment-Related circumstances

To the maximum extent permitted by applicable law, Work-Out shall not be liable for losses resulting from:

• refusal, reversal or failure of a Transaction by a Payment Service Provider, bank, card issuer or payment network;
• delayed or withheld Settlement by the Payment Service Provider;
• Refunds or Chargebacks relating to the Entity's products or services;
• fraud committed by a Payer, User or other third-party;
• inaccurate bank or settlement information provided by the Entity;
• the Entity's failure to comply with consumer protection tax, invoicing or payment obligations;
• suspension or termination of the Entity's account by a Payment Service Provider;
• changes to payment methods, payment networks or Payment Service Provider rules outside Work-Out's reasonable control, except to the extent that the relevant loss is directly caused by a proven breach by Work-Out of its obligations under these Terms.

22.5 Other Circumstances beyond Work-Out's Control

Work-Out shall not be liable for losses resulting from:

• acts or omissions of the Entity or its authorised users;
• inaccurate, incomplete or unlawful data provided by the Entity;
• decisions taken by authorised professionals;
• failures or interruptions of Third-Party Services;
• internet or telecommunications failures;
• circumstances constituting Force Majeure

22.6 Mitigation

The Entity shall take reasonable steps to prevent and mitigate any loss or damage arising from its use of WO-HPP or Work-Out Pay.

23. Force Majeure

Neither Work-Out nor the Entity shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, epidemics or pandemics, labour disputes, governmental actions, interruptions to utilities or telecommunications, cyberattacks by third parties, or failures of third-party infrastructure or cloud service providers.

The affected party shall use commercially reasonable efforts to minimise the impact of the Force Majeure event and resume performance as soon as reasonably practicable.

Where a Force Majeure event continues for an extended period and substantially prevents the performance of these Terms, either party may terminate the affected Subscription Plan by written notice.

24. Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of Belgium, excluding its conflict of law rules.

The courts of the judicial district of Limburg, Division Hasselt, Belgium, shall have exclusive jurisdiction to settle any dispute arising out of or relating to these Terms, unless mandatory applicable law provides otherwise.

Where proceedings are conducted before the Belgian courts, the parties agree that the proceedings shall be conducted in the Dutch language to the extent permitted by applicable procedural law.

25. Contact

Questions regarding these Terms or the use of WO-HPP may be directed to:

Work-Out
A commercial brand of Stratco BV

📧 Email: info@workout.sport
🌐 Website: https://www.workout.sport

Where the Entity is required to provide formal notices under these Terms, such notices shall be made in writing using the contact details published by Work-Out or any updated contact details communicated by Work-Out from time to time.