Terms and Conditions of Sale

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

This Agreement contains the terms and conditions that apply to your purchase from Innova Financial Solutions ApS named on the invoice ("Innova") or ("INNOVA") that will be provided to you ("Customer") on orders for software ("Program" or "Program(s)), related products and/or services and support sold globally. By accepting delivery of the Program, other products and/or services and support described on that invoice, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS APPLY (i) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH INNOVA, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) UNLESS OTHER INNOVA STANDARD TERMS APPLY TO THE TRANSACTION. These terms and conditions are subject to change without prior written notice at any time, in Innova's sole discretion.

1. Other Documents. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s), except as otherwise noted. Any attempt to alter, supplement or amend this document or to enter an order for Program(s), related product(s) and/or services and support that are subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and Innova.
2. Payment Terms; Orders; Quotes; Interest. Terms of payment are within Innova's sole discretion, and unless otherwise agreed to by Innova, payment must be received by Innova prior to Innova's acceptance of an order. Payment for the Program(s), related product(s) and/or services and support will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by Innova. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. Innova may invoice parts of an order separately. Orders are not binding upon Innova until accepted by Innova. Any quotations given by Innova will be valid for the period stated on the quotation. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law.
3. Shipping Charges; Taxes. Separate charges for shipping and handling will be shown on Innova's invoice(s). Unless Customer provides Innova with a valid and correct tax exemption certificate applicable to the Program(s), related product(s) and/or services and support ship-to location prior to Innova's acceptance of the order, the Customer is responsible for sales and all other taxes associated with the order, however designated, except for Innova's taxes and taxes on Innova's net income. If applicable, a separate charge for taxes will be shown on Innova's invoice.
4. Title; Risk of Loss. Title to license of Program(s) (Program(s) is(are) not sold but licensed) and products passes from Innova to Customer on shipment from Innova's facility. Loss or damage that occurs during shipping by a carrier selected by Innova is Innova's responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer's responsibility. Program that is delivered by Digital Delivery can after valid purchase of license, and after some time for Innova's handling of Customer's order, be downloaded from Innova's website at no additional cost to Customer. Title to Program will remain with the applicable licensor(s).
5. Warranties. THE LIMITED WARRANTIES APPLICABLE TO INNOVA-BRANDED PROGRAMS ARE INCLUDED IN THE DOCUMENTATION ALONG WITH THE PROGRAMS, AND THERE ARE NO WARRANTIES FOR SERVICES. INNOVA MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION AND IN INNOVA'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND INNOVA WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, ONLY UPON INNOVA'S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED. INNOVA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INNOVA'S RESPONSIBILITY FOR WARRANTY CLAIMS IS LIMITED TO ERROR CORRECTION AND REPLACEMENT AS SET FORTH IN INNOVA'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. Innova reserves the right to modify its warranty at any time, in its sole discretion. Program is provided subject to the license agreement that is part of the package. Customer agrees that it will be bound by the license agreement once the Program package is opened or its seal is broken. Innova does not warrant any Program under this Agreement. Warranties, if any, for the Program are contained in the license agreement that governs its purchase and use.
6. Return Policies. Most Programs from Innova come with a limited-time money-back guarantee. Return Policies, if any, for the Program are contained in the license agreement that governs its purchase and use.
7. Exchanges. From time to time, Innova may, in its sole discretion, exchange Programs or portions of a Program. Any exchanges will be made in accordance with Innova's exchange policies in effect on the date of the exchange.
8. Programs. Innova's policy is one of on-going Program update and revision. Innova may revise and discontinue Programs at any time. Innova will ship Programs that have the functionality and performance of the Programs ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible.
9. Limitation of Liability. INNOVA DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PROGRAMS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR PROGRAMS, OR THE PROVISION OF SERVICES AND SUPPORT. INNOVA WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. THIS LIMITATION OF LIABILITY APPLIES BOTH TO PROGRAMS AND SERVICES AND SUPPORT CUSTOMER PURCHASES UNDER THIS AGREEMENT. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PROGRAMS OR SERVICES BUNDLED WITH THE PROGRAMS, INNOVA IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE MONETARY AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF PROGRAMS UNDER THIS AGREEMENT. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF SERVICES NOT BUNDLED WITH PROGRAMS UNDER THIS AGREEMENT, INNOVA IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE MONETARY AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF SERVICES UNDER THIS AGREEMENT.
10. Applicable Law; Not For Resale. Customer agrees to comply with all applicable laws and regulations of the country, state and/or province of Customer's ship-to address. Customer agrees and represents that it is buying for its own internal use only, and not for resale. Innova has separate terms and conditions governing resales.
11. Service and Support. Innova will provide general service and support, to Customers, in accordance with the then-current service and support policies and conditions in effect. However, Innova's support people may not be able to understand or resolve any given problem. Service offerings may vary from Program to Program. If Customer purchased optional services and support, Innova will provide the optional service and support to Customer in accordance with the then-current terms and conditions. Innova may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. The services and support programs and their terms and conditions in place at the time of purchase will apply to Customer's purchase. Innova has no obligation to provide service or support until Innova has received full payment for the Program or services and support that Customer purchased.
12. Choice of Law and Venue. ANY DISPUTES OR CLAIMS FOR COMPENSATION AGAINST INNOVA FINANCIAL SOLUTIONS APS SHALL BE SOLVED IN DENMARK ACCORDING TO LAW OF THE KINGDOM OF DENMARK.
13. Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.