Service Level Agreement

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

1. Introduction

1.1 This Service Level Agreement (“SLA”) forms part of the Agreement between Semantic ApS (“Semantic”) and the Customer 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.

1.2 The SLA applies to paid production subscriptions. It does not apply to sandbox, trial or free-tier access.

2. Service description

2.1 The Service covers exchange of business documents (including e-invoices, credit notes, orders and logistics documents) via the Peppol network, comprising:

(a) Peppol Access Point (sending and receiving) and SMP registration;
(b) the Semantic API, Portal and SDKs for automated document handling;
(c) validation against applicable Peppol specifications;
(d) transaction logging, delivery receipts and audit trail, archived for 3 months (extended archiving available as an add-on, cf. section 7.4 of the Terms).

3. Availability

3.1 Availability target. Semantic’s target is a monthly availability of the production API and Access Point of at least 99.5%.

3.2 Calculation. Availability (%) = (total minutes in the month − minutes of Downtime) / (total minutes in the month − minutes of Excluded Time) × 100. “Downtime” means periods in which the production API or Access Point is unable to accept or deliver documents, as measured by Semantic’s monitoring and confirmed by support tickets.

3.3 Excluded Time. The following does not count as Downtime:

(a) scheduled maintenance announced under section 4.1, up to 8 hours per month;
(b) emergency maintenance necessary to address critical security vulnerabilities;
(c) unavailability of other Peppol Service Providers, the recipient’s systems, the OpenPeppol network infrastructure (e.g. SML) or public authorities’ systems;
(d) faults caused by the Customer, its systems, integrations or use contrary to the Documentation;
(e) suspension in accordance with the Terms;
(f) force majeure as defined in the Terms.

4. Maintenance and incidents

4.1 Scheduled maintenance is announced at least 5 Business Days in advance by e-mail and notice in the Semantic Portal and is carried out outside 07:00–18:00 CET/CEST on Business Days whenever possible.

4.2 In case of unplanned Downtime, Semantic will post a status update within 60 minutes of becoming aware of the incident and thereafter at regular intervals until resolved. A post-incident report is provided on request for Critical incidents.

4.3 Security incidents involving personal data are handled in accordance with the DPA.

5. Support

5.1 Support channel. Issues must be registered in the Semantic service portal: semanticbiz.atlassian.net/servicedesk/customer/portals. Critical incidents should additionally be reported by phone to +45 53 71 03 04.

5.2 Support hours. Standard support: Business Days 09:00–17:00 Danish time (CET/CEST). Critical support: 24/7 for Critical incidents.

5.3 Response times are measured from registration in the service portal:

Priority	Definition	Response time	Target resolution / workaround
Critical	Production API or Access Point unavailable; no documents can be sent or received	< 1 hour (24/7)	4 hours
Major	Material part of the Service unavailable or seriously degraded	< 4 hours (support hours)	1 Business Day
Minor	Non-critical functions affected; workaround available	< 24 hours (support hours)	Next scheduled release

5.4 Response time means the time until a qualified Semantic employee has acknowledged the issue and begun work. Resolution targets are targets, not guarantees.

5.5 Billable support. Support is included in the subscription for incidents caused by the Service. Semantic may invoice time spent at its standard hourly rate of DKK 1,350 excl. VAT (as stated in the price list), in increments of 15 minutes, where an issue proves to be caused by the Customer, including the Customer’s systems, integrations, data, configuration or use contrary to the Documentation, or by third parties for whom the Customer is responsible. Semantic will inform the Customer as soon as it becomes apparent that an issue is likely to be billable and will obtain the Customer’s acceptance before spending more than 1 hour on the issue. Time spent before the cause was identified is only billable if the Customer has been informed in accordance with this section.

6. Semantic’s obligations

6.1 Semantic will:

(a) deliver the Service in accordance with this SLA;
(b) comply with the OpenPeppol specifications and agreements applicable from time to time;
(c) inform the Customer in good time of changes that may affect the Service (see section 3.2 of the Terms);
(d) maintain appropriate technical and organisational security measures as described in the DPA.

7. Service credits

7.1 If monthly availability falls below the target, the Customer is entitled to the following service credits calculated on the monthly subscription fee for the affected Service:

Monthly availability	Service credit
< 99.5% and ≥ 99.0%	5%
< 99.0% and ≥ 98.0%	10%
< 98.0%	20%

7.2 Service credits must be claimed via the service portal within 30 days after the end of the month concerned. Credits are set off against future invoices and are not paid out in cash, except upon termination.

7.3 Total service credits in a month cannot exceed 20% of the monthly fee. Service credits are the Customer’s sole financial remedy for unavailability, without prejudice to the Customer’s right to terminate for material breach under the Terms. Availability below 98.0% in three consecutive months is always considered a material breach.

8. Term and changes

8.1 The SLA applies for as long as the Agreement is in force and cannot be terminated separately.

8.2 Semantic may change this SLA in accordance with section 16 of the Terms (30 days’ written notice). Changes may not reduce the availability target or service credits during a prepaid annual term.

9. Governing law and disputes

9.1 This SLA is governed by Danish law. Disputes are settled in accordance with section 18 of the Terms.