Buyer Terms

PLEASE READ THESE TERMS. YOU ACCEPT THEM BEFORE YOU USE A PORTAL PAGE. IF YOU DO NOT AGREE, DO NOT USE THE PORTAL, AND ASK THE MERCHANT FOR YOUR INVOICE DIRECTLY.

These Buyer Terms are an agreement between you and Latent Software LLC, a Wyoming limited liability company, 30 N Gould St, Ste N, Sheridan, WY 82801, United States ("we," "us" or "our"). They govern your use of the InvoiceCow portal pages (the "Portal"), where you find your purchases from a merchant, add or change your billing details, and download your invoices.

1. WHO IS WHO

1.1 You deal with the merchant

You bought from the merchant whose name is on the Portal page and on your invoice (the "Merchant"). The Merchant is the seller and the issuer of your invoice. We are not. We provide the software that the Merchant uses to issue its invoices and to run the Portal. We are not a party to your purchase, and we did not sell you anything.

1.2 Questions about your purchase

Ask the Merchant about your purchase, its price, its refund, the tax that was charged, and the content, the correction or the validity of your invoice. We cannot decide those questions, and we may refer you to the Merchant.

1.3 Who "you" is

"You" means the person who uses the Portal. If you enter the details of a company or another organization, you confirm that you may ask for an invoice for it, and these Buyer Terms bind that organization too if you have the authority to act for it. You do not take on the organization's obligations personally only because you act for it.

1.4 Which invoices the Portal covers

The Portal shows the invoices and credit notes that the Merchant issued through InvoiceCow. If a payment provider or a platform issued your invoice (for example Stripe, or a platform that sold to you as the seller, such as Paddle), that issuer's own process applies to it, and the Portal does not replace, correct or credit it.

2. USING THE PORTAL

2.1 Access

You enter the email address that you used for the purchase, and we send a link to that address. The link works once and expires. You may use the Portal only for purchases made by you, or by the organization that you act for, with an email address that you control. Do not share or forward a link.

2.2 What you can do

Through the Portal, you can see your purchases from the Merchant, add or change your billing details (such as a company name, an address, a country, a tax or VAT identifier, a purchase order number, a cost centre and the language of the invoice), preview an invoice and download it.

2.3 How changes work

Before anyone downloads, sends or exports an invoice, and before a credit note is issued for it, a change of your details updates it in place under the same number. After that, a change of your details produces a credit note that cancels the invoice and a new invoice that replaces it, both issued in the Merchant's name. This is the default method of the software, not a statement about the rules of any country; where the Service applies a verified correction method for the Merchant's country, it uses that method instead. The earlier invoices and credit notes stay on record. A request that changes an amount or the tax treatment goes to the Merchant, who decides. Any refund is made by the Merchant, through its payment provider. We never move money.

2.4 Tax

The tax on your invoice is the tax that the Merchant or its payment provider charged. Adding a VAT or tax identifier after payment does not change that tax. If you think that the tax treatment is wrong, ask the Merchant.

2.5 Checks of tax identifiers

The Portal may check the format of a tax identifier and may check an EU VAT number against the European Commission's VIES service. These checks are information only. A positive result does not confirm that you may use the identifier, or that any tax treatment applies to you.

3. YOUR STATEMENTS

3.1 What you confirm

Each time you submit or change details in the Portal, you confirm that:

(a) the details are true, accurate and complete;

(b) you are the buyer of the purchase, or you have the authority to act for the organization whose details you enter;

(d) the invoice will reflect a purchase that you, or that organization, actually made; and

(e) you will use the invoice only for lawful purposes.

3.2 False information

False or misleading information can be fraud, and it can lead to civil and criminal liability. Examples are an invoice in the name of a company that did not buy, a VAT identifier that is not yours, or an invoice for a false expense claim or a false tax claim.

3.3 Records

We keep a record of your details, of each change, of each confirmation and of each download, with the time, the IP address, the browser and, for your acceptance of these Buyer Terms and each confirmation, an approximate location derived from the IP address. We may give these records to the Merchant, and to courts, authorities and law enforcement where the law requires it, or where the disclosure is necessary and proportionate and our Privacy Policy names a legal basis for it, including to investigate fraud.

3.4 Who may rely on your statements

We and the Merchant may rely on your statements in Section 3.1.

4. WHAT YOU MAY NOT DO

You may not:

(a) get, or try to get, an invoice for a purchase that you or your organization did not make;

(b) enter an email address that is not yours, or try to find out which email addresses bought from a merchant;

(d) scrape, crawl or bulk-extract the Portal, or use automated means to access it;

(e) get around a rate limit, a link expiry or any other control of the Portal;

(f) use the Portal to send spam, to phish or to harm the Portal or its users; or

(g) use the Portal in breach of any law.

We may block your access, refuse a change or report misuse to the Merchant and to the authorities.

5. YOUR DATA

5.1 For the Merchant

We process your details for the Merchant, as its service provider (its "processor"), to issue and show your invoices and to run the Portal. The Merchant decides why your data is processed, and its privacy notice applies. To use your privacy rights about your purchase or your invoice, write to the Merchant. If you write to us, we will pass your request to the Merchant.

5.2 For us

For the records of your acceptance of these Buyer Terms and of your confirmations under Section 3, for the security of the Portal (for example, rate limits and the prevention of fraud and misuse), and for the records that we need to establish, exercise or defend our own legal claims, we decide how your data is processed. Our Privacy Policy explains it, and you can write to us about it at [email protected].

5.3 Retention

Invoices and their records are kept for the period that the Merchant's records need, which in the Service is normally ten years from issue. See the Privacy Policy.

6. LICENCE

We give you a limited, personal, non-exclusive, non-transferable and revocable licence to use the Portal to obtain your invoices, as these Buyer Terms allow. We keep all other rights in the Portal. Your invoices are the Merchant's documents, issued to you.

7. NO ADVICE; NO WARRANTY

We give no tax, legal or accounting advice. Nothing in the Portal is advice. We do not check the content of your invoice, and we do not promise that your invoice meets any law, or that any person or authority will accept it. Ask the Merchant, or a professional, if you need advice.

THE PORTAL IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. We do not promise that the Portal will be available, will be free of errors, or will keep any data for you. Keep your own copies of your invoices.

8. LIABILITY

8.1 Limits

TO THE FULLEST EXTENT THE LAW ALLOWS:

(a) WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE, DATA OR TAX BENEFITS, OR FOR ANY TAX, PENALTY, INTEREST OR FINE; and

(b) OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ABOUT THE PORTAL OR THESE BUYER TERMS WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD 100).

8.2 What these limits do not cover

Section 8.1 does not limit or exclude liability for fraud, for intent or willful misconduct, for gross negligence, for death or personal injury caused by negligence, under mandatory product liability law, or any other liability that the applicable law does not allow a contract to limit or exclude. For that liability, the limits do not apply. For all other liability, they remain fully in effect.

8.3 Where German law applies

Where German law applies to the limitation of our liability, the following rule applies in addition to Section 8.2. For a slightly negligent breach of an essential obligation (an obligation whose performance makes the proper performance of these Buyer Terms possible, and on whose performance you may regularly rely), our liability is limited to the damage that is typical of this contract and that was foreseeable when you accepted these Buyer Terms. For that liability, the limits in Section 8.1 do not apply.

8.4 Your claims against the Merchant

These Buyer Terms do not affect any right that you have against the Merchant about your purchase or your invoice.

8.5 Your responsibility

You are responsible, under the applicable law, for the loss that you cause by entering details that you know, or should know, are materially false, or by misusing the Portal. You are not responsible for loss that our fault causes. If you act for a business, that business (and not you personally) will also indemnify us, to the extent the law allows, against the claims of third parties and authorities that result from such false details or misuse, including reasonable attorneys' fees, except to the extent that our fault caused them. If you are a consumer, no duty to indemnify us applies to you.

8.6 Every exclusion is subject to Sections 8.2 and 8.3

Every disclaimer, exclusion and limitation in these Buyer Terms, including Section 7, is subject to Sections 8.2 and 8.3. If you are a consumer, Section 7 does not limit your statutory rights about the conformity of the Portal.

9. DISPUTES AND GOVERNING LAW

9.1 Governing law and courts

Wyoming law governs these Buyer Terms, without regard to its conflict-of-laws rules. Subject to Section 9.2, the state and federal courts for Sheridan County, Wyoming have exclusive jurisdiction.

9.2 Arbitration and class action waiver (United States)

This Section 9.2 applies only if you live in the United States.

(a) Talk first. Before you start a proceeding, write to [email protected] with a description of the dispute. We will both try in good faith to settle it for at least 30 days.

(b) Arbitration. If we cannot settle, any dispute between you and us that arises out of or relates to these Buyer Terms or the Portal will be resolved by binding arbitration on an individual basis. The American Arbitration Association administers it under its Consumer Arbitration Rules where you are a consumer, and otherwise under its Commercial Arbitration Rules. One arbitrator decides, in English. Hearings are by videoconference by default, or in the county where you live. The Federal Arbitration Act governs this Section 9.2. A court may enter judgment on the award.

(c) Class action and jury waiver. YOU AND WE EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT IN A CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING, AND YOU AND WE EACH WAIVE THE RIGHT TO A JURY TRIAL. If a court finds this waiver unenforceable for a claim, that claim (and only that claim) goes to the courts in Section 9.1. Nothing in this Section 9.2 waives a right to seek public injunctive relief where the applicable law does not allow that right to be waived; a claim for such relief that cannot lawfully be arbitrated goes to a court of competent jurisdiction, after the arbitration of all other claims.

(d) Small claims. Either of us may bring an individual claim in a small claims court.

(e) Opt out. You may opt out of this Section 9.2 by writing to [email protected] within 30 days after you first accept these Buyer Terms, with your name, your email address and a statement that you opt out.

9.3 Consumers

If you are a consumer, nothing in these Buyer Terms removes the protection of the mandatory law of your country of residence, or your right to sue in its courts. If you live in the European Economic Area, the United Kingdom or Switzerland and you are a consumer, Sections 9.1 (as to the courts) and 9.2 do not apply to you: you may sue us in the courts of your country of residence or in Wyoming, and we may sue you only in the courts of your country of residence.

10. GENERAL

10.1 Changes

We may change these Buyer Terms. The Portal asks you to accept the new version before you use it again. A change applies only from the time that you accept it.

10.2 Ending your use

You may stop using the Portal at any time. We may suspend or end your access if you break these Buyer Terms, if we suspect misuse, or if the Merchant stops using the Service. Sections 3, 5, 7, 8, 9 and 10 survive.

10.3 Other terms

If a court finds a provision unenforceable, the rest stays in force. Where the applicable law allows it, the provision applies to the extent that the law allows. Where the applicable law does not allow a court to reduce a standard term to its permitted extent (as under German law), the provision is ineffective to the extent that the law requires, and the statutory rule takes its place. Nothing in these Buyer Terms excludes a right that the law does not allow a contract to exclude. These Buyer Terms give no rights to any person who is not a party, except the Merchant under Section 3.4. We write them in English, and if we give a translation, the English text controls.

10.4 Contact

Latent Software LLC 30 N Gould St, Ste N Sheridan, WY 82801 United States

Questions about the Portal: [email protected] Privacy: [email protected] Legal notices: [email protected]

For questions about your purchase or your invoice, contact the Merchant.