Semantic API License Agreement

Version 2.0 · Effective date: 31.10.2026

Semantic ApS · CVR 43789406 · Venlighedsvej 1, 2970 Hørsholm, Denmark

Parties

This API License Agreement (“API License”) is entered into between Semantic ApS, CVR 43789406, Venlighedsvej 1, 2970 Hørsholm, Denmark (“Semantic” or “Provider”) and the legal entity identified by its company registration number when signing up in the Semantic Portal (“Customer”).

The API License forms part of the Agreement as defined in Semantic’s Terms of Service (“Terms”). Capitalised terms have the meaning given in the Terms. In case of conflict, the order of precedence in section 1.4 of the Terms applies.

Effective date of the API License: the date on which the Customer creates an account in portal.semantic.biz, selects a plan and accepts the Terms and this API License.

1. Definitions

1.1 “API” means the application programming interfaces, SDKs, sample code and sandbox provided by Semantic that allow the Customer to access the Service.

1.2 “API Credentials” means API keys, client secrets, certificates and other credentials issued to the Customer.

1.3 “Documentation” means the technical and user documentation for the API and the Service made available at portal.semantic.biz.

2. License

2.1 Subject to the Agreement, Semantic grants the Customer a non-exclusive, non-transferable, non-sublicensable, limited license, for the term of the Agreement, to access and use the API and Documentation to integrate the Customer’s own systems (and systems operated on its behalf) with the Service.

2.2 The Customer may allow its affiliates, IT service providers and integrators to use the API on the Customer’s behalf. The Customer is responsible for their use.

2.3 Partners. Resale, white-labelling or provision of the Service to third parties (e.g. ERP vendors or service providers onboarding their own customers) requires a separate partner agreement with Semantic.

3. Restrictions

3.1 The Customer shall not:

  • (a) use the API beyond the scope of section 2;
  • (b) reverse engineer, decompile or disassemble the API or the Service, except to the extent permitted by mandatory law (including section 37 of the Danish Copyright Act on decompilation for interoperability);
  • (c) lease, sublicense or otherwise make the API or the Service available to third parties except as permitted in section 2;
  • (d) circumvent rate limits, security measures or usage restrictions described in the Documentation;
  • (e) use the API to build a product or service that replicates or competes with the Service.

3.2 Section 3.1(e) does not restrict the Customer from switching to another provider or from porting its Exportable Data, cf. section 10 of the Terms.

4. Customer responsibilities

4.1 The Customer shall use the API in compliance with applicable law, the Documentation and the OpenPeppol rules.

4.2 The Customer is responsible for keeping API Credentials confidential and secure, for rotating them in case of suspected compromise, and for all activity performed using its API Credentials. The Customer shall notify Semantic without undue delay of any suspected misuse.

5. Fees and payment

5.1 Fees, payment terms and price changes follow section 6 of the Terms and the Order.

6. Support and service levels

6.1 Support, availability and service credits are governed by the SLA.

7. Confidentiality, Customer Data and data protection

7.1 Confidentiality is governed by section 9 of the Terms.

7.2 Rights in Customer Data and Semantic’s use of technical and usage data are governed exclusively by section 7 of the Terms. Semantic does not acquire any right to use the content of the Customer’s business documents or personal data for its own purposes.

7.3 Processing of personal data on behalf of the Customer is governed by the DPA.

8. Intellectual property

8.1 Semantic retains all rights, title and interest in and to the API, the Service and the Documentation, including all intellectual property rights.

8.2 If the Customer provides suggestions or feedback, Semantic may use them freely without obligation to the Customer.

9. Changes to the API and deprecation

9.1 Semantic versions the API. Breaking changes and deprecation of an API version are announced at least 90 days in advance via the Documentation and e-mail, unless required by law, OpenPeppol or urgent security reasons.

10. Warranty and liability

10.1 Warranty is governed by section 13 of the Terms and liability by section 14 of the Terms. Sandbox, trial and free-tier access is provided “as is” without warranty.

11. Term and termination

11.1 The API License applies for as long as the Agreement is in force and terminates automatically when the Agreement terminates. Termination, switching and export of data are governed by section 10 of the Terms.

11.2 Upon termination, the Customer shall stop using the API and delete API Credentials. Outstanding amounts fall due on their original due dates regardless of the reason for termination.

12. Governing law and disputes

12.1 This API License is governed by Danish law. Disputes are settled in accordance with section 18 of the Terms.

13. Miscellaneous

13.1 Changes to this API License are made in accordance with section 16 of the Terms.

13.2 If any provision is invalid, the remaining provisions remain in force. A party’s failure to enforce a right does not constitute a waiver.

Acceptance

By clicking “I accept” in the Semantic Portal, the Customer’s authorised representative accepts the Terms, this API License, the SLA and the DPA on behalf of the Customer. The electronic acceptance is logged with date, time, user and version, and constitutes a valid electronic signature of the Agreement.