Terms of Service

PLEASE READ THESE TERMS CAREFULLY. WHEN YOU CREATE AN ACCOUNT OR USE INVOICECOW, YOU AGREE TO THEM. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE. SECTION 21 CONTAINS A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER, WITH A RIGHT TO OPT OUT.

These Terms of Service ("Terms") are a binding 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 InvoiceCow, including the website at invoicecow.com, the buyer portal pages, the dashboard, the connectors, the imports, the webhooks and all related features, documentation and services (together, the "Service").

1. ABOUT THESE TERMS

1.1 The documents of the agreement

Your agreement with us consists of:

(a) these Terms;

(b) the Acceptable Use Policy, which is part of these Terms;

(c) the Data Processing Addendum (the "DPA"), which is part of these Terms and applies automatically when we process personal data for you; and

(d) the Subprocessors list, which is part of the DPA.

The Privacy Policy tells you how we handle personal data. It is information that we give you; it is not a contract term. The Buyer Terms govern the use of the Portal by Buyers.

If documents conflict, this order applies: for the processing of personal data that we do for you, the DPA controls; in every other case, these Terms control over the Acceptable Use Policy.

1.2 Business use only

The Service is for businesses. You may use it only for the purposes of your trade, business, craft or profession, and not as a consumer. When you accept these Terms, you confirm that you act for those purposes.

1.3 Authority

If you accept these Terms for a company or another organization, that organization is the contracting party and "you" means it. You confirm that you have the authority to bind it. You do not take on its obligations personally only because you act for it. If you set up an Issuer (Section 2) that is not the contracting party, you confirm that you have the authority to issue documents in the Issuer's name and to bind it to these Terms, and these Terms bind that Issuer too.

2. DEFINITIONS

In these Terms:

"Archive" means, for each Document that the Service issues: each revision of it, the stored bytes of each released revision, the source data of the Sale (including the event data that a Connection delivered), and the audit records of the Document.

"Buyer" means a person or an entity that bought from you, and any person who acts for it in the Portal.

"Buyer Details" means the details that identify a Buyer on a Document, such as the name, the company name, the address, the country, the tax or VAT identifier, the purchase order number, the cost centre and the language of the Document.

"Connection" means a link between the Service and a source of Sales: a payment processor (such as Stripe), a commerce or merchant-of-record platform, a CSV import or a signed webhook.

"Document" means an invoice of any kind (including a simplified or consumer invoice), a refund credit note, a correction credit note, a replacement invoice, and every PDF or structured file of any of them, that the Service issues or renders for an Issuer. A document that a platform issued and that you import into the Service is a "Platform Document", not a Document.

"Issuer" means each company or person that you set up in the Service as the issuer of Documents.

"Portal" means the pages of the Service where Buyers find their Sales with you, add or change Buyer Details, and download Documents.

"Release" has the meaning in Section 7.4.

"Rule Row" means the template of invoice rules that the Service uses for an Issuer's country, as Section 3.6 describes.

"Sale" means a payment for an order that a Connection reports or that you import. The dashboard calls Sales "Payments".

"Your Content" means the data that you or your Connections give the Service, including Issuer details, logos, product names, settings, imports and uploads, but not Buyer Details that Buyers enter in the Portal.

3. WHAT INVOICECOW IS, AND WHAT IT IS NOT

3.1 Software

The Service is software. It reads the Sales that your Connections report, and it generates, numbers, stores and renders Documents for your Issuers by the rules and settings that these Terms and your settings describe.

3.2 You are the issuer

You are the issuer of every Document that the Service issues for your Issuers. Each Document carries your Issuer's legal identity, is issued in its name, and is your document. We do not issue, sign, approve, accept or send any Document as a seller, a supplier or your commercial agent. We are not a party to any Sale or to any contract between you and a Buyer.

Where the law of any place treats the drawing up of a Document through the Service as done by a third party in the name and on behalf of an Issuer (for example, as a third party that draws up invoices for a supplier), you authorize us, in advance, to draw it up in the Issuer's name and for its account, as your technical service provider, on the instructions in these Terms and in your settings. The Issuer remains the supplier that issues the Document, and you remain responsible for it, for any tax shown on it and for every legal duty that attaches to it. The line "Powered by InvoiceCow", where it appears, names the software only.

3.3 No advice

We are not a tax adviser, an accountant, an auditor, a lawyer, a tax agent or a tax representative, and we give no tax, legal, accounting or other professional advice. Nothing in the Service, in a Document, in a Rule Row, in a label, in a notice, on our website or in any message from us is advice. If you need advice about your invoices or your taxes, ask a qualified professional.

3.4 What the Service is not

The Service is not, and we do not act as:

(a) a seller, a merchant of record or a marketplace;

(b) a payment service, a payment processor, a money transmitter, an escrow agent or a collection agent (see Section 6);

(d) a plateforme agréée (PA) or any other platform that a tax authority has registered, approved or certified;

(e) a Peppol access point, or any other network or service that transmits e-invoices; or

(f) a private e-invoicing platform approved for use in Spain.

We do not transmit any Document to any tax authority, platform or network. Unless we tell you in writing that a named partner contract or a signed declaration exists for a feature, these Terms control over any page or message that seems to say otherwise.

3.5 Worldwide availability; your local rules

The Service is available to Issuers in every country. This availability is not a statement that the Service meets the rules of any country. You are responsible for knowing and meeting the invoicing, tax, record-keeping, e-invoicing, reporting and transmission rules that apply to you, to each Issuer and to each Sale.

3.6 Rule Rows and their labels

The Service applies a Rule Row for each Issuer's country. A Rule Row describes the document kinds, the mandatory fields, the deadline by transaction case (or "deadline unknown"), the correction method, the wording and the formats that the Service uses. Each Rule Row labels four aspects separately: the fields, the deadline, the correction method and the formats.

(a) An aspect is labelled "verified" only after we wrote a dated review note that compares it with the public primary sources that the note names. A "verified" label describes a review that we made, on its date, against those sources. It is not a warranty, a guarantee, a certification or advice, and it does not mean that a Document is correct, complete, valid or compliant for your case. Laws change, sources can be wrong or incomplete, and a review can miss a rule.

(b) Every other aspect is labelled "generic". A generic aspect is a general template that we have not checked against your country's rules. It may omit local requirements.

You are responsible for checking that each Document meets the rules that apply to it, whatever its labels say.

3.7 Tax

The Service never calculates, decides or checks tax. Each Document shows the tax that your payment processor or you charged, as the source data gives it. Where a source gives no tax data, the Document uses the tax treatment that you declared for that product and that buyer case, with the wording of the Rule Row. You alone decide the tax treatment of each Sale, and you are responsible for it.

A tax or VAT identifier that a Buyer adds after payment does not change the tax that was charged. A change of tax treatment (for example, a refund of VAT and a new Document under the reverse charge) changes the amounts and the tax, so it happens only after you refund the money in your payment processor and approve the replacement (Section 7.6).

3.8 Deadlines

The Service issues a Document at payment, or when the missing data arrives. A Rule Row may compute a legal deadline for a case, or show "deadline unknown". Issuing at payment does not mean that a deadline is met: a supply or a tax point can come before the payment, and data or events can arrive late. Deadlines, countdowns, alerts, the "issued late" flag and the "deadline unknown" state are aids. They do not extend any legal deadline. You are responsible for issuing each Document on time. The optional pre-issue hold is a setting of the Service, not a legal period.

3.9 Spanish Issuers

The Service issues plain numbered invoices for Spanish Issuers. The Service does not produce the billing records (registros de facturación) of Royal Decree 1007/2023, in the VERI*FACTU mode or in the other mode, and we have not signed a declaración responsable for it. It is not adapted to that regulation. If that regulation applies to you, you are responsible for meeting it from the date that applies to you, including by using a billing system that is adapted to it. The notice that the Service shows to Spanish Issuers is information, not advice.

4. YOUR ACCOUNT

4.1 Eligibility

You must be at least 18 years old, or the age of majority where you live, and able to make a binding contract. You may not use the Service if you, an Issuer or a person that owns or controls you is subject to sanctions of the United States, the European Union, the United Kingdom or the United Nations, or is in a country or territory under comprehensive sanctions, or if the law forbids you to use the Service.

4.2 Your account and its security

You must give accurate information when you register, and keep it up to date. You must keep your password, your sign-in methods and your Connection credentials secure. You are responsible for all activity under your account and through your Connections, except activity that results from our breach of these Terms. Where German law applies, you are responsible for activity that you did not authorize only to the extent that you caused it by an intentional or negligent breach of your duty to keep your account and your credentials secure. Tell us at once at [email protected] if you suspect unauthorized access.

4.3 Members

If you invite other people to your account, you are responsible for what they do in it, and for the access that you give them.

4.4 Issuer details

You are responsible for the accuracy and completeness of every Issuer's details, including the legal name, the address, the tax and VAT identifiers, the registration details, the numbering pattern, the logo and the legal wording that you add. The Service prints them on Documents as you give them. We do not check them.

5. CONNECTIONS TO PROCESSORS AND PLATFORMS

5.1 Your authorization

When you set up a Connection, you authorize us to read, through it, the data that the Service needs: for example payments, checkout sessions, charges, orders, customers, line items, tax data, refunds, disputes, invoices and credit notes, and the events about them. You authorize us to create a credit note in your processor account only when you ask for it in the Service. You confirm that you own or administer each connected account, and that you may give us this access.

5.2 Keys and credentials

You must create each API key with no more permissions than our documentation asks for (for Stripe, a restricted key). We store keys and webhook secrets encrypted, and use them only to provide the Service. You can revoke a key at any time in your processor account. Revoking it stops the Service for that Connection.

5.3 The processor's and the platform's own terms

Your contract with each payment processor or platform stays in force and applies to you. You are responsible for complying with it, including its rules on data, invoices, receipts, taxes and prohibited businesses. We are not affiliated with, endorsed by or an agent of any processor or platform, and their names and marks belong to them. If a processor or a platform changes its service, its interface or its terms, a feature of the Service may stop working, and we are not responsible for that.

5.4 Accuracy of source data

The Service uses the data that your Connections give it. We do not check that this data is accurate or complete, and we are not responsible for errors in it. Sales whose totals do not reconcile, whose seller is unknown, or that may duplicate another Sale are held in quarantine for you to resolve.

5.5 Imports and webhooks

When you import Sales by CSV or send them by webhook, you are responsible for the data that you send, for its format and for its signature. We may refuse a row or an event that does not meet our documented schema, or that we cannot verify.

5.6 Invoices that Stripe issued

When Stripe already issued an invoice for a Sale, Stripe's invoice is the authoritative document. The Service records it with Stripe's number, does not issue a second invoice, and follows Stripe's path for credit notes and corrections.

5.7 Merchant-of-record platforms

When a platform (for example Paddle, Lemon Squeezy, Polar, Gumroad or Dodo Payments) sells to the Buyer as merchant of record, the platform is the seller and issues the buyer's invoice. The Service imports the Sale and the Platform Documents and never issues a Document for that Sale. You must not use the Service to issue a Document for a Sale in which a platform is the seller of record. We never correct or credit a Platform Document. The way the Service reads or maps a Platform Document is an aid; you are responsible for how you record it in your books.

6. NO MONEY, EVER

We never receive, hold, transmit, route, convert, refund or otherwise move money for you or for any Buyer. A credit note in the Service records a refund that your processor made, or corrects a Document. It does not move money. You make every refund, including a refund of VAT, in your payment processor. We are not a payment institution, an electronic money institution, a money transmitter, a payment facilitator, an escrow agent or a collection agent, and nothing in the Service makes us one. The only payment in the Service is the Footer Subscription (Section 12), which you pay to us, through Stripe, for our own service.

7. DOCUMENTS: ISSUE, NUMBERING, RELEASE AND CORRECTIONS

7.1 Issue

For each paid Sale of an Issuer, the Service issues the document kind that the Issuer's Rule Row allows for the data present, after the pre-issue hold that you may set. When the data fits no allowed kind, the Sale waits as an "awaiting data" record with no number, and the Service issues the Document when the data arrives from the Buyer or from you. A Sale in quarantine, on hold or awaiting data has no Document. A Sale that is fully refunded before issue is voided.

7.2 Backfill

When you import past Sales, the Service does not backdate any Document. A past Sale whose known deadline has passed, or whose deadline is unknown, waits in a review queue and is issued only when you act, with the date of issue shown and the original supply date kept.

7.3 Numbering

The Service numbers the Documents of each Issuer in one sequence, in the pattern that you choose. You are responsible for choosing a pattern and a starting number that your law allows, and for not issuing documents outside the Service with numbers from the same series. Records that wait or are voided use no number. The Service is designed to avoid gaps and duplicates; that design is a description of the mechanism, not a guarantee.

7.4 Release

A revision of a Document is released at its first download (by you or by a Buyer), its first send (an email from the Service that carries it, or your confirmation that you sent it outside the Service), its first export, its inclusion in a bulk export, or its export to AccountingYear. A preview or a view is not a release. A released revision is frozen: the Service stores its bytes and serves them unchanged afterwards. A credit note (for a refund or a correction) is released when it is issued, and issuing a credit note also releases the invoice revision that it references, so a later change of that invoice produces a replacement under Section 7.6. The Release is a rule of the Service. It is not a statement of when any law treats a document as issued, sent or received.

7.5 Changes before Release

While a Document is issued but not released, a change of Buyer Details (by the Buyer or by you), or a change of amounts or tax treatment (by you only), edits it in place under the same number. The Service keeps every earlier revision as an unchangeable record.

7.6 Changes after Release

After a Document is released:

(a) a change of Buyer Details by a Buyer or by you produces, automatically and without your approval, a correction credit note for the whole Document and a replacement invoice, issued together; and

(b) a change of amounts or tax treatment needs your approval. A Buyer may only request it. When you approve, the Service issues the same pair. Any money moves only in your payment processor.

The correction credit note and replacement method is a default of the Service, labelled "product default, not a country rule". Where a Rule Row has a verified correction-method aspect, the Service uses that method instead.

7.7 Your standing instruction

By using the Service, you authorize us to draw up, in each Issuer's name and for its account, without your approval of each Document: (a) a Document for each paid Sale that the Service may issue under Section 7.1; (b) a refund credit note for each refund that your processor reports; (c) an edit in place of an unreleased Document under Section 7.5; and (d) a correction credit note and a replacement invoice under Section 7.6(a). You accept each of these Documents as your own. If you do not want the Service to issue Documents in this way for an Issuer, do not connect a source of Sales for it, and do not share its Portal.

7.8 Whether these mechanics meet your law

Your law may set rules on when a numbered document may change, on how a document is corrected, and on who may change it. You are responsible for deciding whether the issue, edit-in-place, replacement and credit note mechanics of the Service meet the law that applies to you. If they do not, do not use the Service for that Issuer, or use the correction method that your law requires.

7.9 Refunds and credit notes

When your processor reports a refund after a Document is issued, the Service issues a refund credit note for the amount that is not yet credited, on the active Document of the Sale. A redelivered or older refund event produces nothing. A refund before issue reduces the Document that is later issued, or voids the record if the refund is full.

7.10 Formats and validation

The Service renders a PDF of each Document. Where the Service offers a structured format (such as an EN 16931 format, Factur-X, ZUGFeRD, XRechnung, UBL, CII or Peppol BIS Billing), it validates each file against the specification version that it names, before it offers the file, and withholds a file that fails. Validation is a check of a file against a published specification. It does not mean that any recipient, platform, network or authority will accept the file, or that a file meets a duty to issue or send in a structured format. A PDF is not an e-invoice in every country. Where a Rule Row records that a case calls for a format that the Service does not produce, the Service says so.

7.11 Sending

Sending a Document to a Buyer, to a platform, to a network or to an authority is your act. A delivery state such as "sent externally" records your own confirmation. "Delivery confirmed" appears only where a contracted delivery partner confirms delivery. A generated or validated file does not mean that a duty to send or to report has been met.

7.12 The footer line

The PDFs and the Portal pages show a small line "Powered by InvoiceCow". The Footer Subscription (Section 12) is the only way to turn it off in the Service. Released revisions keep their stored bytes, with or without the line.

8. THE BUYER PORTAL

8.1 What the Portal does

Each Issuer has a Portal page at an address that you choose. A Buyer enters the email address of a purchase and receives a single-use link that expires. Through it, the Buyer sees its Sales with you, adds or changes Buyer Details, previews and downloads Documents. The Buyer accepts the Buyer Terms before it uses the Portal, and it confirms the accuracy of its details each time it submits them.

8.2 Buyer Details are your responsibility

Buyer Details that a Buyer enters are information that the Buyer gives to you, through the Portal. The Service checks the format of a tax identifier and, for an EU VAT number, may check it against the European Commission's VIES service. These checks are information only. We do not verify the identity, the authority or the honesty of a Buyer. You are responsible for deciding whether you may rely on Buyer Details, and for every Document that contains them, including Documents that the Service issues automatically under Section 7.7.

8.3 Support for Buyers

You are responsible for support to Buyers about your Sales, your Documents and your taxes. We may refer a Buyer to you, and we may give a Buyer your support contact.

8.4 Your notices to Buyers

You must give Buyers the information that the law requires about the processing of their personal data, including that you use a service provider to issue invoices and to run the Portal (see the DPA).

8.5 Portal addresses

You must not choose a Portal address that infringes another person's rights or that could mislead Buyers. We may refuse, change or reclaim a Portal address for these reasons, or to protect the Service.

8.6 What we show Buyers

The Portal may show Buyers information about the Service and about AccountingYear. We do not use Buyer Details to send marketing emails to Buyers. A Buyer may open its own account with us, under its own agreement.

9. YOUR RESPONSIBILITIES

9.1 Every Document

You are solely responsible for the content, the accuracy, the completeness, the legal sufficiency, the tax treatment, the numbering, the timing, the language, the sending and the storage of every Document that the Service issues for your Issuers, and for every consequence of it, including any tax, penalty, interest, fine or surcharge that an authority imposes on anyone.

9.2 Your compliance

You are responsible for complying with all laws that apply to you, to your Issuers, to your Sales and to your use of the Service, including tax, invoicing, e-invoicing, record-keeping, consumer protection, data protection, anti-money-laundering, sanctions and export laws.

9.3 Your own records

You must keep your own copies of the records that your law requires you to keep, in the form that it requires. The Archive (Section 10) is a convenience. It does not replace your own record-keeping, and we do not claim that it meets any specific archiving standard of any country.

9.4 Data you put in

Give the Service only the data that a Document or a record needs. Do not give us special categories of personal data or data about criminal convictions, and give government identifiers of individuals (such as a social security number) only where a law requires them on a Document (DPA Section 3.4). You must have the right to give us all data that you or your Connections give us, and to have the Service process it as these Terms and the DPA describe.

9.5 Cooperation

You will cooperate with us, and give us the information that we reasonably ask for, when an authority, a processor, a platform or another person asks us about your use of the Service.

10. RECORDS, RETENTION AND EXPORT

10.1 The Archive and the Archive Period

We keep the Archive of each Document for ten years from the date that the Document was issued (the "Archive Period"), unless you instruct us under the DPA to delete it earlier. We keep a record longer only where a Rule Row sets a longer period, or as Section 9.3 of the DPA allows.

10.2 Export

While your account is active, you can download and export your Documents in the Service.

10.3 After your account ends

When your account ends, the Portal stops working for your Issuers. We keep the Archive for the rest of the Archive Period, unless you instruct us to delete it earlier. During that time, you may ask us at [email protected] for a copy of the Archive of your Issuers. We may first verify your identity and your authority.

10.4 Deletion on your instruction

If you instruct us to delete the Archive before the Archive Period ends, we will delete it within a reasonable time, except as Section 9.3 of the DPA allows, and except backup copies that expire in their ordinary rotation. Deleted records cannot be restored, and you remain responsible for the records that your law requires you to keep.

10.5 No other duty to keep

Except as this Section 10 and Section 23.2 say, we have no duty to keep or to give you any data, and Section 19 applies to the Archive.

11. ACCOUNTINGYEAR SYNC

11.1 What it is

AccountingYear is a separate bookkeeping product of Latent Software LLC at accountingyear.com, with its own terms. The sync sends your Documents to the books of a matched AccountingYear entity as draft invoices.

11.2 Off unless you turn it on

The sync is off unless you turn it on for an Issuer. When you turn it on, you instruct us to send that Issuer's Documents to your AccountingYear organization at the moment you choose (at issue or at Release), together with the related credit notes and replacements. An export to AccountingYear releases the Document (Section 7.4).

11.3 Drafts only

Each Document arrives in AccountingYear as a draft. Nothing posts in your books until a person confirms it in AccountingYear. The AccountingYear Terms of Service, Accounting Terms and Privacy Policy govern AccountingYear and the data in it. These Terms govern the sync from the Service.

11.4 Turning it off

You can turn off the sync at any time. This stops future sends. It does not remove drafts or entries that are already in AccountingYear.

11.5 The sixth company

AccountingYear says on its plan page how many companies it keeps free of charge. For an Issuer beyond that number, we offer the sync only on terms that we show you before you turn it on. Nothing paid starts without your agreement.

12. FEES AND THE FOOTER SUBSCRIPTION

12.1 The Service is free

We charge no fee for the Service: no fee per Document, per Sale, per Connection or per Issuer. We will not charge you for anything that you did not agree to pay for. Invoices, Connections, the supported formats and the Portal have no usage cap, subject only to the technical rate limits that protect the Service and to the Acceptable Use Policy. Sending through an e-invoicing network (such as Peppol), when we offer it, may have a fair-use limit, which the Service shows before you use it; that limit never limits the generation, the download or the export of Documents. AccountingYear (Section 11) is a separate product with its own plans.

12.2 The Footer Subscription

The only paid item in InvoiceCow is the optional subscription that removes the "Powered by InvoiceCow" line (the "Footer Subscription"). It covers all Issuers of your account. It changes branding only. It adds no capability, and no feature of the Service depends on it. The price, the currency and the billing period are shown at checkout before you pay.

12.3 Billing

Stripe processes the payments of the Footer Subscription for us. We do not store your full card details. The charge is our charge for our own service, and it never runs through any of your Connections.

12.4 Renewal and cancellation

The Footer Subscription renews automatically at the end of each billing period, at the then-current price, until you cancel it. You can cancel at any time in your billing settings. Cancellation stops the next renewal, and the subscription stays active until the end of the period that you paid for. When the subscription ends, or a payment fails, the line returns on the Portal and on Documents rendered afterwards. Released revisions keep their stored bytes.

12.5 Refunds

Fees are non-refundable, including for an unused part of a period, except where the law requires a refund. If we end your account without cause under Section 17.2(d), or discontinue the Service as a whole, we will refund the unused part of the prepaid fee. That refund is your only remedy for that ending or discontinuation.

12.6 Price changes

We may change the price for future periods. We will give you at least 30 days' notice by email or in the Service. A higher price applies only to a renewal for which you accept the new price in the Service. If you do not accept it, the subscription ends at the end of the period that you paid for. A lower price applies from the next renewal.

12.7 Taxes

Prices exclude taxes unless we say otherwise. You are responsible for any sales, use, VAT, GST or similar taxes on the Footer Subscription, and we may collect them where the law requires.

13. ACCEPTABLE USE

The Acceptable Use Policy is part of these Terms and applies to all use of the Service. In particular, you must not use the Service to issue a Document for a sale that did not happen, to issue a false or misleading Document, to issue in the name of a person that you may not act for, to support money laundering, tax evasion or any other fraud, to probe Buyer email addresses, or to scrape the Portal of another merchant. Our right to act under the Acceptable Use Policy does not create a duty to monitor.

14. DATA PROTECTION

14.1 Your data and our role

For the personal data of Buyers and of other people in your Sales and Documents, you are the controller and we are your processor, and the DPA governs that processing. We are the controller, and the Privacy Policy describes our processing, for: the data of your account and of your users; the security records of the Portal; the records of each Buyer's acceptance of the Buyer Terms and of each Buyer statement under them; and the records that we need to establish, exercise or defend our own legal claims.

14.2 Your duties as controller

You are responsible for having a lawful basis to give us the personal data in your Sales and Documents, for the notices that you owe Buyers and other people, and for answering their requests. We help you as the DPA says.

15. INTELLECTUAL PROPERTY

15.1 Ours

The Service, its software, its design, its Rule Rows, its documentation and our marks belong to us or our licensors. We give you a limited, non-exclusive, non-transferable, revocable licence to use the Service as these Terms allow. We keep all other rights.

15.2 Yours, and your licence to us

You keep all rights in Your Content, and your Documents are yours. You give us a worldwide, non-exclusive, royalty-free licence, which we may sublicense to our service providers that act for us, to host, store, copy, process, transmit, render, display and technically adapt Your Content and the Documents (for example, to place your logo on a Document, to produce formats and checksums, or to make backups), only as needed to provide, secure and support the Service, to keep the Archive, to send what you instruct us to send, and to meet our legal duties. This licence lasts for as long as we hold the data under these Terms.

15.3 Feedback

If you give us suggestions about the Service, we may use them without payment or duty to you.

15.4 No AI training; no scraping

Except with our prior written permission, you may not use the Service, its documentation, its Rule Rows or its outputs to train, fine-tune or distill a machine-learning model, or to build a dataset for one, and you may not crawl, scrape or bulk-extract any part of the Service. We reserve all text and data mining rights in the Service, including under Article 4(3) of Directive (EU) 2019/790. This does not limit your use of your own Documents. We do not train machine-learning models on Your Content or on Buyer Details.

16. NOTICES OF ILLEGAL CONTENT; COPYRIGHT

16.1 Hosting

For Your Content that the Service shows on Portal pages or in Documents, we act as a hosting provider. We store and show it at your direction, and we do not select or adopt it. We have no general duty to monitor it (Article 8 of Regulation (EU) 2022/2065, the "Digital Services Act"; 17 U.S.C. § 512(m)). This Section preserves every immunity, safe harbor and exemption from liability that the law gives us, and never narrows one.

16.2 Copyright notices (DMCA)

Copyright owners may send takedown notices under 17 U.S.C. § 512(c)(3) to our designated agent at [email protected], or by mail to Latent Software LLC, Attn: DMCA Agent, 30 N Gould St, Ste N, Sheridan, WY 82801, United States. A notice must identify the work, the material and its exact location in the Service, and give the sender's contact details, a statement of good faith belief, a statement of accuracy under penalty of perjury, and a signature.

16.3 Counter-notices

If we remove or disable material in response to a copyright notice, the merchant who posted it may send a counter-notice under 17 U.S.C. § 512(g) to the same agent. A person who knowingly and materially misrepresents that material is infringing, or that it was removed by mistake, may be liable for damages, costs and attorneys' fees under 17 U.S.C. § 512(f).

16.4 Repeat infringers

We terminate, in appropriate circumstances, the accounts of users who are repeat infringers. A single substantiated infringement may justify an ending where the requirements of Section 17.2 are met; the receipt of a notice alone does not establish them.

16.5 Other illegal content

Send reports of other illegal content, or of content that breaks the Acceptable Use Policy, to [email protected]. A report must give (a) a substantiated explanation of why the content is illegal or breaks our rules, (b) its exact location (such as the exact URL), (c) your name and email address (except for a report of an offence under Articles 3 to 7 of Directive 2011/93/EU), and (d) a statement that you believe in good faith that the report is accurate and complete (Article 16(2) of the Digital Services Act). A report without these elements may not give us knowledge of illegal content. [email protected] is also our single point of contact for authorities and for users under Articles 11 and 12 of the Digital Services Act, in English.

16.6 Our action

We handle precise and substantiated reports in a timely, diligent, objective and non-arbitrary manner, and act where we decide that action is warranted. Where the law requires, we give the affected merchant a statement of reasons. We do not commit to any fixed response time, and no report creates a duty that we owe to the reporter or to any other person, beyond the duties that the applicable law imposes on us. Nothing in this Section limits those duties, such as the duty to confirm receipt of a notice, to tell the reporter and the affected merchant of our decision and the available redress, to give a statement of reasons, or to act expeditiously when the law requires it.

17. SUSPENSION AND TERMINATION

17.1 By you

You may stop using the Service and close your account at any time.

17.2 By us

We may suspend or end your account, an Issuer, a Connection, the Portal or any part of the Service:

(a) restrict at once the affected part of the Service, where this is reasonably needed to comply with a law, a court, an authority, a processor or a platform, or to address a material risk of fraud, unlawful use or harm to security, to the Service, to us, to Buyers or to other people;

(b) end your account for sufficiently serious grounds (such as fraud, a false Document, or misuse of the Portal) that, considering all the circumstances and the interests of both parties, make it unreasonable to expect us to continue. Where those grounds are a breach that can be remedied, we first give notice and a reasonable period to remedy it, or a warning where that is appropriate. We end the account without that step only where the applicable law allows it, for example where you definitively refuse to remedy the breach, or special circumstances justify an immediate ending;

(c) end your account if you do not remedy a breach within the reasonable period in our notice, and the breach justifies an ending; or

(d) end your account for any other reason, with at least 30 days' notice.

Every right to end your account in these Terms and in the Acceptable Use Policy, including Section 16.4, is subject to paragraphs (b) to (d). Immediate restrictions under paragraph (a) remain available where they are needed. A restriction is proportionate to its grounds and lasts only as long as they do. Where practical and lawful, we will tell you why. A restriction or an ending does not change the Documents that are already issued, and Section 10 applies to the Archive.

17.3 Effect

When your account ends, your licence to use the Service ends, the Portal stops working for your Issuers, the sync stops, and Section 10 applies to the Archive. Sections 2, 3, 5.3, 5.4, 6, 7.7, 7.8, 9, 10, 14, 15.2 to 15.4, 16 and 18 to 24, and every right or duty that arose before the end, survive.

18. INDEMNIFICATION

18.1 Your duty

To the extent the law allows, you will defend, indemnify and hold harmless Latent Software LLC and its members, managers, officers, employees, agents, licensors, service providers, successors and assigns (the "Indemnified Parties") against all claims, demands, proceedings, investigations, audits, losses, damages, liabilities, judgments, settlements, taxes, penalties, interest, fines, costs and expenses (including reasonable attorneys' and experts' fees) that a third party or an authority asserts or imposes, and that arise out of or relate to:

(a) any Document issued for your Issuers, including its content, accuracy, legal sufficiency, tax treatment, numbering, timing, sending, storage and any correction of it;

(b) Your Content, Buyer Details, and your right to give us any data;

(c) any Sale, and any claim by a Buyer, a customer of yours, a member of your account or any other person about a Sale or a Document;

(d) any claim, assessment or proceeding by a tax authority or other authority about your Sales, your Documents, your taxes or your records;

(e) any claim by a payment processor or a platform about your use of a Connection or of a Platform Document;

(f) any claim that an Indemnified Party is the issuer, the seller, a party or a person liable for tax in connection with a Sale or a Document;

(g) your breach of these Terms, of the Acceptable Use Policy or of the DPA, or your violation of any law or of any person's rights; and

(h) any act or omission of a person who uses your account or your Connections.

18.2 Procedure

We will tell you of a claim within a reasonable time; a delay relieves you only to the extent that it prejudices you. We may choose to control the defense and settlement of any claim, with counsel of our choice, at your expense for reasonable costs, and you will cooperate. If we do not, you will defend it at your expense. You may not settle a claim in a way that imposes a duty on an Indemnified Party, admits fault for it, or does not fully release it, without our prior written consent. We will not settle a claim in a way that admits fault for you or imposes a non-monetary duty on you without your prior written consent.

18.3 Scope

This Section applies whatever the theory of liability and even if an Indemnified Party was negligent, except to the extent that a court finally finds that the loss was caused by that party's fraud, intent or gross negligence. If a court so finds, we repay the defense costs that you paid for that part of the claim. This Section does not cover a fine whose reimbursement the law prohibits, or a sanction imposed on us for our own duties as the producer or provider of the software of the Service.

18.4 Where German law applies

Where German law applies to this Section, it applies instead in this narrower form: you indemnify the Indemnified Parties only against third-party and authority claims to the extent that your culpable (intentional or negligent) breach of these Terms caused them, or for which the applicable law otherwise makes you responsible. The indemnity excludes loss that an Indemnified Party's own fault caused, and it does not widen your statutory responsibility for acts that you did not authorize.

18.5 Survival

This Section survives the end of these Terms.

19. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTY THAT ARISES FROM A COURSE OF DEALING OR USAGE OF TRADE.

In particular, to the fullest extent the law allows, we do not warrant that:

(a) any Document is correct, complete, valid, compliant, timely or accepted by any Buyer, recipient, platform, network or authority;

(b) a Rule Row, a label, a deadline, a notice, a VIES result or a validation result is correct, complete or current;

(d) the Service meets the rules of any country, or your requirements;

(e) the Service is uninterrupted, secure, free of errors or free of harmful components, or that we will correct a defect; or

(f) the Archive or any other data will be kept or will stay intact, except as Section 10 says.

No information that you obtain from us or through the Service creates a warranty. Features that the Service labels "preview", "beta" or "not yet available" are provided as they are, without any commitment. Where a law does not allow a disclaimer, Section 24.3 applies.

20. LIMITATION OF LIABILITY

20.1 Excluded damages

TO THE FULLEST EXTENT THE LAW ALLOWS, NO INDEMNIFIED PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA OR USE, OR FOR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF TOLD THAT THEY WERE POSSIBLE.

20.2 Taxes, penalties and corrections

WITHOUT LIMITING SECTION 20.1, AND TO THE FULLEST EXTENT THE LAW ALLOWS, NO INDEMNIFIED PARTY IS LIABLE FOR ANY TAX, PENALTY, INTEREST, FINE, SURCHARGE, LATE FEE OR OTHER CHARGE THAT AN AUTHORITY IMPOSES ON YOU, AN ISSUER, A BUYER OR ANY OTHER PERSON, OR FOR THE COST OF CORRECTING, RE-ISSUING, RE-SENDING OR RE-FILING ANY DOCUMENT OR RECORD, WHETHER IT ARISES FROM A DOCUMENT, A RULE ROW, A LABEL, A DEADLINE, A MISSED OR LATE ISSUE, BUYER DETAILS, SOURCE DATA OR AN ERROR OF THE SERVICE.

20.3 Cap

TO THE FULLEST EXTENT THE LAW ALLOWS, THE TOTAL LIABILITY OF ALL INDEMNIFIED PARTIES FOR ALL CLAIMS THAT ARISE OUT OF OR RELATE TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT THAT YOU PAID US UNDER THESE TERMS IN THE TWELVE MONTHS BEFORE THE FIRST EVENT THAT GAVE RISE TO LIABILITY, AND (B) ONE HUNDRED UNITED STATES DOLLARS (USD 100).

20.4 What these limits do not cover

Sections 20.1 to 20.3 do not limit or exclude liability for: (a) fraud or fraudulent misrepresentation; (b) intent or willful misconduct; (c) gross negligence; (d) death or personal injury caused by negligence; (e) liability under mandatory product liability law; or (f) any other liability that the applicable law does not allow a contract to limit or exclude. For that liability, the excluded categories and the cap do not apply. For all other liability, they remain fully in effect.

20.5 Where German law applies

Where German law applies to the limitation of our liability, the following rule applies in addition to Section 20.4. For a slightly negligent breach of an essential obligation (an obligation whose performance makes the proper performance of these 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 Terms. For that liability, the cap in Section 20.3 and the exclusions of particular kinds of damage in Sections 20.1 and 20.2 do not apply. For every other slightly negligent breach, Sections 20.1 to 20.3 apply.

20.6 Every exclusion is subject to Sections 20.4 and 20.5

Every disclaimer, exclusion, limitation, exclusive remedy and allocation of responsibility in these Terms, the Acceptable Use Policy and the DPA is subject to Sections 20.4 and 20.5. None of them excludes or limits our responsibility to the extent that those Sections preserve it.

20.7 Basis of the bargain

The Service is free of charge, except the optional Footer Subscription. These limits are an essential part of our agreement and reflect a fair allocation of risk. Without them, we would not offer the Service free of charge.

21. DISPUTES; ARBITRATION; CLASS ACTION WAIVER

21.1 Talk first

Before you start a formal proceeding, write to [email protected] with your name, your account email and a description of the dispute. We will both try in good faith to settle it informally for at least 30 days. The time limit in Section 21.6 does not run during those 30 days.

21.2 Binding arbitration

If we cannot settle, any dispute that arises out of or relates to these Terms or the Service will be resolved by binding arbitration on an individual basis. The American Arbitration Association ("AAA") administers it under its Commercial Arbitration Rules, or, where its rules so require for a consumer, its Consumer Arbitration Rules. If 25 or more similar demands are filed against us by claimants that the same or coordinated counsel represents, the AAA's Mass Arbitration Supplementary Rules and fee schedule then in effect apply, as our written agreement to them; every limitation period is tolled for a claim from the date it is queued or batched under those rules until it is opened, and each claimant's demand must include a signed statement that the claimant used the Service and that the facts of the claim are accurate to the claimant's knowledge.

One arbitrator decides, in English, under Wyoming law. The seat is Wyoming. Hearings are by videoconference by default, and an in-person hearing with an individual claimant who is not a business takes place in the county where the claimant lives, or another place that we agree. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs this Section 21. The arbitrator decides every dispute, including the scope and enforceability of this arbitration agreement, except that only a court may decide the validity and enforceability of Section 21.3. A court may enter judgment on the award.

21.3 Class action and jury waiver

YOU AND WE EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONDUCT A CLASS, COLLECTIVE OR REPRESENTATIVE ARBITRATION, OR AWARD RELIEF TO ANY PERSON OTHER THAN THE INDIVIDUAL CLAIMANT. YOU AND WE EACH WAIVE THE RIGHT TO A JURY TRIAL. If a court finds this Section 21.3 unenforceable for a claim, that claim (and only that claim) goes to the courts named in Section 22, and the rest of this Section 21 stays in force. Nothing in this Section 21 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, and the other claims stay in arbitration.

21.4 Exceptions

Either of us may (a) ask a court for urgent relief to protect intellectual property, confidential information or the security of the Service, and (b) bring an individual claim in a small claims court.

21.5 Opt out

You may opt out of Sections 21.2 and 21.3 by writing to [email protected] within 30 days after you first accept these Terms, with your name, your account email and a statement that you opt out. No other formality applies. Opting out does not affect any other provision of these Terms.

21.6 Time limit

To the extent the law allows, a claim that arises out of or relates to these Terms or the Service must be started within one year after the claimant knew, or should reasonably have known, of the facts that give rise to it, or it is barred. This Section does not apply to the liability that Section 20.4 preserves, to a claim under Section 20.5, to a claim under data protection law, or where the law does not allow a contract to shorten a limitation period. It does not shorten any period of tolling that the law requires, and it is severable from the rest of Section 21.

21.7 Mandatory rights

Nothing in this Section 21 removes a right that the law of your place of business or residence does not allow a contract to remove.

22. GOVERNING LAW AND COURTS

Wyoming law governs these Terms and every dispute that arises out of or relates to them or to the Service, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 21, the state and federal courts for Sheridan County, Wyoming have exclusive jurisdiction, and each of us submits to them and waives any objection to venue there. If a law that applies to you gives you a mandatory right to sue in your own courts or to the protection of your own law, nothing in this Section removes that right.

23. CHANGES TO THE SERVICE AND TO THESE TERMS

23.1 Changes to the Service

We may add features. We may change or remove features for a valid reason, such as a change of law or of an authority's practice, security, a change by a payment processor or a platform, or the technical development of the Service. A change must be reasonable and proportionate to its reason. A change that materially reduces the core functions of issuing, correcting and exporting Documents, or the Archive, is a material change that is adverse to you under Section 23.3(a), unless we instead end your account under Section 17.2(d). Temporary restrictions that security or a law requires fall under Section 17.2(a). A change will not take away, during a period that you paid for, what the Footer Subscription gives you. During the Archive Period, we will keep a way for you to obtain copies of your Archive, in the Service or on request.

23.2 Discontinuation

We may discontinue the Service as a whole. If we do, we will give you at least 90 days' notice. The issue of Documents, the Connections and the Portal then stop. We continue to keep the Archive, and to give you copies of it on request, for the rest of each Archive Period, unless you instruct us to delete it earlier or you agree with us on another arrangement.

23.3 Changes to these Terms

We may change these Terms for a valid reason, such as a change of law, of an authority's practice or of the Service. For a material change, we will give you at least 30 days' notice by email to your account address or in the Service, with the date that the change takes effect. A change applies only from that date, and does not apply to a claim that arose before it. We may ask you to accept the new version in the Service before you continue to use it.

(a) A material change that is adverse to you (including any change to Section 18 (indemnification), Section 20 (limitation of liability) or Section 21 (disputes)) binds you only when you accept it in the Service. Silence and continued use alone do not accept it. Until you accept it, the earlier version continues to apply to you. If you do not accept it, we may end your account under Section 17.2(d).

(b) Every change that paragraph (a) does not cover takes effect on the date in our notice, or when we publish it if the change does not need notice.

(c) A request to accept a new version never blocks the download or the export of your Documents, your access to the Archive, or the closing of your account.

24. GENERAL

24.1 How you accept; electronic records

You accept these Terms by ticking the box at sign-up. You accept a new version only as Section 23.3 says. We keep a record of each acceptance, with the exact version of the document, the time, the wording shown, and technical details of the request, such as the IP address, the browser and an approximate location (see the Privacy Policy). You agree that we may give you notices, records and these Terms in electronic form, and that an electronic acceptance binds you as a signature would.

24.2 Entire agreement

These Terms and the documents in Section 1.1 are the whole agreement between you and us about the Service. They replace earlier agreements on the same subject. Terms in your purchase orders or other documents do not apply.

24.3 Severability

Each Section, subsection and clause of these Terms is separate. If a court or an arbitrator finds a provision unenforceable in a jurisdiction, the rest of these Terms stays in force. Where the applicable law allows it, the provision applies in that jurisdiction to the maximum extent that the law allows, and the court or arbitrator may reform it to the minimum extent needed to make it enforceable while it keeps its intent. 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. Section 21.3 is not severable from Section 21.2 except as Section 21.3 says.

24.4 Mandatory law

Nothing in these Terms excludes, restricts or changes any right or remedy that the applicable law does not allow a contract to exclude, restrict or change. Where such a law applies, Section 24.3 applies.

24.5 No waiver

If we do not enforce a provision, we do not waive it.

24.6 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate, or in a merger, an acquisition, a reorganization or a sale of assets, with notice to you.

24.7 Force majeure

We are not liable for a failure or a delay that an event beyond our reasonable control causes, including a failure of a payment processor, a platform, the VIES service, a network, a hosting or email provider, power or a government service, an attack, a strike or an act of government. This Section does not cover a failure that reasonable security, backup or recovery measures would have prevented, and it does not limit Section 6.5 of the DPA.

24.8 Relationship

We and you are independent contractors. Nothing in these Terms makes us your partner, employee, fiduciary, tax representative or commercial agent.

24.9 No third-party rights

These Terms give no rights to a person who is not a party, except the Indemnified Parties under Sections 18 and 20.

24.10 Notices

We may give you notice by email to the address of your account, or in the Service. You may give notice to us at [email protected], or by mail to Latent Software LLC, 30 N Gould St, Ste N, Sheridan, WY 82801, United States.

24.11 Export and sanctions

You will comply with all export control and sanctions laws that apply to your use of the Service.

24.12 Language and interpretation

We write these Terms in English. If we give a translation, the English text controls. Headings are for convenience. "Including" means "including without limitation".

25. CONTACT

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

Support: [email protected] Legal and notices: [email protected] Privacy: [email protected]