Terms
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 SecPoint ApS that will be provided to you ("Corporate or Private Sector Customer" or "Customer") on orders for SecPoint ApS IP subscriptions and scanners. By accepting delivery of the IP subscriptions and scanners and support, Customer agrees to be bound by and accepts these terms and conditions. These terms and conditions are subject to change without prior written notice at any time, in SecPoint ApS's sole discretion.
1. Right of Return, transportation costs
SecPoint ApS products that are purchased directly from SecPoint ApS by an end-user Corporate or Private Sector Customer may be returned by Customer for a full refund, if returned within fourteen (14) calendar days of receipt, unopened in the original packaging capable of being resold. Customer bears the transportation costs, including insurance.
2. Governing Law and Venue
THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE LAWS OF DENMARK, WITHOUT REGARD TO CONFLICTS OF LAWS RULES, AND INTERPRETTED EXCLUSIVELY BY THE MARITIME AND COMMERCIAL COURT IN COPENHAGEN.
3. Payment Terms; Orders; Quotes; Interest.
Terms of payment are within SecPoint ApS's sole discretion, and unless otherwise agreed to by SecPoint ApS, payment must be received by SecPoint ApS prior to SecPoint ApS's acceptance of an order. Payment for the products and 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 SecPoint ApS. Orders are not binding upon SecPoint ApS until accepted by SecPoint ApS. Any quotations given by SecPoint ApS 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.
4. Shipping Charges; Taxes.
Separate charges for shipping and handling will be shown on SecPoint ApS's invoice(s). Unless Customer provides SecPoint ApS with a valid and correct tax exemption certificate applicable to the product ship-to location prior to SecPoint ApS's acceptance of the order, or SecPoint ApS is otherwise not liable for collecting taxes and duties, the Customer is responsible for sales and all other taxes associated with the order, however designated. If applicable, a separate charge for taxes will be shown on SecPoint ApS's invoice.
5. Title; Risk of Loss.
Title to products passes from SecPoint ApS to Customer on shipment from SecPoint ApS's facility. Loss or damage that occurs during shipping by a carrier selected by SecPoint ApS is SecPoint ApS's responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer's responsibility. Title to software will remain with SecPoint ApS.
6. Software License.
BY USING THE SCANNER THAT CONTAINS SECPOINT APS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, THEN DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE OR THE SCANNER. Subject to the terms and conditions of and except as otherwise provided in this Agreement, SecPoint ApS grant to Customer ("Customer") a nonexclusive and nontransferable license to use the specific SecPoint ApS software installed on the SecPoint ApS scanners and any upgrades hereto for which Customer has paid the required license fees (the "Software").
7. General Limitations regarding the Software License.
Except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to: (1) transfer, assign or sublicense its license rights to any other person, or use the Software on unauthorized or secondhand SecPoint ApS equipment, and any such attempted transfer, assignment or sublicense shall be void; (2) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or to permit third parties to do the same; or (3) decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form to gain access to trade secrets or confidential information in the Software.
8. Upgrades and Additional Copies.
For purposes of this Agreement, "Software" shall include (and the terms and conditions of this Agreement shall apply to) any upgrades, updates, bug fixes or modified versions (collectively, "Upgrades") or backup copies of the Software licensed or provided to Customer by SecPoint ApS or an authorized distributor for which Customer has paid the applicable license fees. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY SUCH ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE FOR THE UPGRADE; (2) USE OF UPGRADES IS LIMITED TO SECPOINT APS EQUIPMENT FOR WHICH CUSTOMER IS THE ORIGINAL END USER PURCHASER AND (3) USE OF ADDITIONAL COPIES IS LIMITED TO BACKUP PURPOSES ONLY.
9. Proprietary Notices.
Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates or any Software without the prior written permission of SecPoint ApS. Customer may make such backup copies of the Software as may be necessary for Customer's lawful use, provided Customer affixes to such copies all copyright, confidentiality, and proprietary notices that appear on the original.
10. Protection of Information.
Customer agrees that aspects of the Software and associated documentation, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of SecPoint ApS. Customer shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of SecPoint ApS. Customer shall implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with SecPoint ApS.
11. Term and Termination.
This Software License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. Customer's rights under this License will terminate immediately without notice from SecPoint ApS if Customer fails to comply with any provision of this License. Upon termination, Customer must destroy all copies of Software in its possession or control.
12. Customer Records.
Customer grants to SecPoint ApS and its independent accountants the right to examine Customer's books, records and accounts during Customer's normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to SecPoint ApS the appropriate licensee fees.
13. Limited Software Warranty.
SecPoint ApS warrants that commencing from the date of delivery to Customer: (1) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (2) the Software substantially conforms to its published specifications. The date of shipment of a Product by SecPoint ApS is set forth on the packaging material in which the Product is shipped. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to the Customer who is the original licensee. Customer's sole and exclusive remedy and the entire liability of SecPoint ApS and its suppliers under this limited warranty will be, at SecPoint ApS's discretion, repair, replacement, or refund of the Software if reported (or, upon request, returned) to the party supplying the Software to Customer, if different than SecPoint ApS. In no event does SecPoint ApS warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, SecPoint ApS does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.
14. Restrictions.
This warranty does not apply if the Product (1) has been altered, except by SecPoint ApS, (2) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by SecPoint ApS, (3) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (4) is licensed, for beta, evaluation, testing or demonstration purposes for which SecPoint ApS does not receive a payment of purchase price or license fee.
15. Disclaimer of Liabilities.
IN NO EVENT WILL SECPOINT APS OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE EVEN IF SECPOINT APS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall SecPoint ApS's or its suppliers' liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
16. Limited Hardware Warranty.
THE LIMITED WARRANTIES APPLICABLE TO SECPOINT APS-BRANDED PRODUCTS ARE INCLUDED IN THE DOCUMENTATION ALONG WITH THE PRODUCTS, AND THERE ARE NO WARRANTIES FOR SERVICES. SECPOINT APS MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION AND IN SECPOINT APS'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND SECPOINT APS WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, ONLY UPON SECPOINT APS'S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED. SECPOINT APS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF' MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SECPOINT APS'S RESPONSIBILITY FOR WARRANTY CLAIMS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN SECPOINT APS'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. SecPoint ApS reserves the right to modify its warranty at any time, in its sole discretion. All software 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 package is opened or its seal is broken. SecPoint ApS does not warrant any software under this Agreement. Warranties, if any, for the software are contained in the license agreement that governs its purchase and use.
17. Exchanges.
From time to time, SecPoint ApS may, in its sole discretion, exchange products or portions of a product. Any exchanges will be made in accordance with SecPoint ApS's exchange policies in effect on the date of the exchange.
18. Hardware Products.
SecPoint ApS's policy is one of on-going product update and revision. SecPoint ApS may revise and discontinue products at any time. SecPoint ApS will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalogue are possible. Spare parts may be new or reconditioned.
19. Limitation of Liability.
SECPOINT APS DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT SECPOINT APS 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 PRODUCTS AND SERVICES AND SUPPORT CUSTOMER PURCHASES UNDER THIS AGREEMENT. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES BUNDLED WITH THE PRODUCTS, SECPOINT APS IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF PRODUCTS UNDER THIS AGREEMENT. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF SERVICES NOT BUNDLED WITH PRODUCTS UNDER THIS AGREEMENT, SECPOINT APS IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF SERVICES UNDER THIS AGREEMENT.
20. Service and Support.
SecPoint ApS will provide general service and support, in accordance with the then-current service and support policies and conditions in effect. If Corporate or Private Sector Customer purchased optional services and support, SecPoint ApS will provide the optional service and support to Customer. SecPoint ApS 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. SecPoint ApS has no obligation to provide service or support until SecPoint ApS has received full payment for the Product or services and support that Customer purchased.
21. 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.
22. Right.
The consumer has 14 days return rights if ordering goods through the internet.
If you are returning the unit please send it back in the original packaging, lack of original packaging and deterioration of the unit, will be credited with a less amount equivalent to the deterioration of the unit.
In the worst case non-original packaging and deterioration may lead to a non-refund.
SecPoint Aps returns the amounts within 30 days in accordance to consumer contract Law § 21 Paragraph. 2, 3 & 4.
How you can return the product:
There are two means which you can return the product:
They can be refused at your local Post office, by not picking it up.
You receive the goods from the Post office and you ship it back within 14 days from receipt.
Return Address:
SecPoint ApS
Lergravsvej 53
2300 Copenhagen S
Denmark
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