Terms of Service

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

1. Scope and contract structure

1.1 These Terms of Service (“Terms”) govern the Customer’s access to and use of the Semantic platform, including the Semantic Portal, the Semantic API, SDKs, sandbox environments and Peppol Access Point and SMP services (together the “Service”), provided by Semantic ApS, CVR 43789406 (“Semantic”).

1.2 The Service is offered exclusively to businesses, public bodies and other professional users acting in the course of their trade or profession (“Customer”). The Service is not offered to consumers.

1.3 The agreement between Semantic and the Customer (the “Agreement”) consists of the following documents, which are published at semantic.biz/terms-and-conditions and form an integral part of the Agreement:

• (a) the order, plan or subscription selected in the Semantic Portal, including the applicable price list (“Order”);
• (b) these Terms;
• (c) the Semantic API License Agreement (“API License”);
• (d) the Service Level Agreement (“SLA”);
• (e) the Semantic Data Processing Agreement (“DPA”).

1.4 In case of conflict, the following order of precedence applies: (i) the DPA as regards the processing of personal data; (ii) the SLA as regards availability, support and service credits; (iii) the Order; (iv) these Terms; (v) the API License. Semantic’s Privacy Policy describes Semantic’s own processing of personal data as data controller and is not part of the Agreement.

1.5 The Agreement is concluded when the Customer accepts these Terms electronically in the Semantic Portal (e.g. by clicking “I accept”) or signs an Order. Semantic makes all contract documents available before conclusion in a form that allows the Customer to store and reproduce them.

2. Definitions

2.1 “Customer Data” means all data, documents and messages (including Peppol business documents, logistics documents, metadata and transaction logs) that the Customer or its users submit to, send or receive through, or generate by use of, the Service.

2.2 “Exportable Data” means Customer Data and digital assets listed in section 10.4 that can be ported upon switching or termination.

2.3 “Business Day” means Monday to Friday, excluding Danish public holidays, 24 December and 31 December.

2.4 Other capitalised terms have the meaning given to them in the API License, the SLA or the DPA.

3. The Service

3.1 Semantic provides the Service as described in the Documentation, the Order and the SLA. Semantic acts as a certified Peppol Service Provider and exchanges documents in accordance with the OpenPeppol specifications and agreements applicable from time to time.

3.2 Semantic may further develop and change the Service, provided that changes do not materially reduce the functionality or security of the Service the Customer has subscribed to. Changes that require adaptation by the Customer (e.g. breaking API changes) will be announced at least 90 days in advance, unless required by law, OpenPeppol requirements or urgent security reasons.

3.3 Sandbox, trial and free-tier access is provided for testing and evaluation for a limited period, “as is”, without SLA commitments and without service credits.

4. Peppol identifiers and GLN

4.1 When the Customer registers a company in the Semantic Portal, the Customer authorises Semantic to register the Customer as a participant in the Peppol network and to publish the Customer’s participant identifier(s) and capabilities in Semantic’s SMP.

4.2 The Customer may use its own identifier (e.g. its Danish CVR number, scheme 0184, or its own GS1 GLN). Where the Customer does not hold its own GLN, Semantic may assign a GLN from Semantic’s GS1 number range (“Semantic GLN”). A Semantic GLN is made available for the duration of the Agreement and remains subject to GS1’s rules.

4.3 Upon switching or termination, Semantic will, at the Customer’s request, deregister or migrate the Customer’s participant identifier(s) in Semantic’s SMP without undue delay and no later than 5 Business Days after the request, so that the Customer can be registered with another Peppol Service Provider without interruption. Where GS1 rules permit, Semantic will cooperate in transferring a Semantic GLN to the Customer or its new provider; otherwise Semantic will give the Customer at least 3 months’ notice before the Semantic GLN is withdrawn.

5. Customer responsibilities

5.1 The Customer shall:

• (a) keep access credentials and API keys confidential and secure and notify Semantic without undue delay of any suspected unauthorised use;
• (b) use the Service in compliance with applicable law, the OpenPeppol rules and the Documentation;
• (c) ensure that it has a legal basis for the Customer Data it submits and that the content of documents is correct;
• (d) not engage in activities that may harm the integrity, security or performance of the Service or the Peppol network, including sending malicious code or spam.

6. Fees and payment

6.1 Fees follow the Order and the price list published at semantic.biz. Monthly subscriptions are paid by card in advance. Annual subscriptions are invoiced in advance and payable net 30 days from the invoice date.

6.2 In case of late payment, Semantic may charge interest in accordance with the Danish Interest Act (renteloven) and, after written notice of at least 10 Business Days, suspend the Service.

6.3 Semantic may adjust prices with at least 60 days’ notice with effect from the next billing period. The Customer may terminate the Agreement with effect from the price change.

7. Customer Data and use of data

7.1 As between the parties, the Customer retains all rights in the Customer Data. Semantic uses Customer Data only to provide, secure and support the Service, to comply with law and OpenPeppol obligations, and as set out in section 7.2.

7.2 Semantic may collect and use technical and usage data about the operation of the Service (e.g. volumes, message types, error rates, performance) to operate, secure and improve the Service and to develop new services, provided that such data (a) does not contain personal data or has been irreversibly anonymised, (b) does not identify the Customer or its trading partners, and (c) does not disclose the content of the Customer’s business documents. Semantic does not use personal data processed on behalf of the Customer for its own purposes.

7.3 Information pursuant to Article 28 of the EU Data Act: the ICT infrastructure used to provide the Service is hosted on Microsoft Azure in the EU (North Europe region) and is subject to EU law and the law of the relevant EU Member States. To prevent international governmental access to or transfer of non-personal data held in the EU where this would conflict with EU or Member State law, Semantic hosts Customer Data in the EU, encrypts data in transit and at rest, limits access on a need-to-know basis, and will only disclose data to third-country authorities in accordance with Article 32 of the EU Data Act.

7.4 Archiving. Semantic archives sent and received documents, delivery receipts and transaction logs for 3 months from the date of sending or receipt, after which they are automatically deleted. The Customer may purchase extended archiving as an add-on for the period stated in the Order. The Service is not intended as the Customer’s statutory archive, and the Customer remains responsible for retaining documents as required by the Danish Bookkeeping Act (bogføringsloven) or other applicable law, unless extended archiving covering the statutory period has been purchased.

8. Data protection

8.1 When Semantic processes personal data on behalf of the Customer in connection with the Service, Semantic acts as data processor and the Customer as data controller. Such processing is governed by the DPA, which forms an integral part of the Agreement.

8.2 Semantic’s processing of contact and account data of the Customer’s users for its own purposes (e.g. account administration, invoicing, support and customer communication) is described in the Privacy Policy.

9. Confidentiality

9.1 Each party shall keep the other party’s confidential information confidential and use it only for the purpose of the Agreement, with at least reasonable care. This does not apply to information that is publicly available, independently developed, lawfully received from a third party or required to be disclosed by law or a public authority.

9.2 The obligation applies during the Agreement and for 3 years after its termination.

10. Term, termination and switching (EU Data Act)

10.1 The Agreement runs until terminated. The Customer may terminate the Agreement, or initiate switching under section 10.3, with 30 days’ written notice. The notice period never exceeds two months. For annual plans, fees already paid for the current annual term are not refunded and any unpaid fees for the remainder of the term fall due as an early termination fee; this is disclosed in the Order before conclusion.

10.2 Semantic may terminate the Agreement with 3 months’ written notice. Either party may terminate the Agreement with immediate effect if the other party materially breaches the Agreement and has not remedied the breach within 30 days of written notice, or if the other party becomes insolvent.

10.3 Switching. The Customer may at any time request to switch to another provider of data processing services or to on-premises infrastructure, or to have its Exportable Data erased. After the notice period, a transitional period of up to 30 calendar days applies, during which the Agreement remains in force and Semantic will (a) provide reasonable assistance to the Customer and third parties authorised by it, (b) maintain business continuity and continue the Service, (c) inform the Customer of known risks to continuity, and (d) maintain a high level of security of the data. If 30 days is technically unfeasible, Semantic will notify the Customer within 14 Business Days, with justification, and propose an alternative transitional period of no more than seven months. The Customer may extend the transitional period once.

10.4 Exportable Data. The following can be exported in a structured, commonly used and machine-readable format (e.g. UBL/XML, JSON, CSV) via the API or Portal: (a) sent and received Peppol documents held in Semantic’s archive under section 7.4; (b) transaction logs and delivery receipts (MLR/MLS); (c) configuration, mappings and workflow definitions created by the Customer; (d) Peppol participant registrations and identifiers. Semantic’s source code, internal system logs and proprietary semantic models are excluded to the extent they constitute trade secrets or intellectual property, provided this does not impede switching. Technical information on formats and procedures is provided in the Documentation and on request via the service portal.

10.5 Retrieval and erasure. The Customer may retrieve its Exportable Data for at least 30 calendar days after the end of the transitional period. Thereafter Semantic will erase all Exportable Data and confirm erasure, unless retention is required by law.

10.6 Switching charges. Semantic does not charge switching charges. Standard exports via the API or Portal are always free of charge. Fees for services that are not part of the switching process (e.g. building integrations with the new provider) are agreed separately.

10.7 Upon termination, the Customer’s right to use the Service ceases, and all outstanding amounts fall due on their original due dates.

11. Suspension

11.1 Semantic may suspend the Customer’s access in whole or in part if (a) this is necessary to prevent a security incident or damage to the Service or the Peppol network, (b) required by law, a public authority or OpenPeppol, or (c) in case of non-payment under section 6.2. Semantic will notify the Customer in advance where possible, limit the suspension to what is necessary and restore access as soon as the reason has ceased.

12. Intellectual property

12.1 All intellectual property rights in the Service, including software, APIs, documentation and semantic models, belong to Semantic or its licensors. The Customer receives only the rights of use expressly granted in the Agreement and the API License.

13. Warranty

13.1 Semantic warrants that the Service will be provided with professional skill and care, substantially in accordance with the Documentation and the SLA. The Customer’s remedies for unavailability are set out in the SLA. Except as expressly set out in the Agreement, Semantic gives no other warranties.

14. Limitation of liability

14.1 Neither party is liable for indirect or consequential loss, including loss of profit, revenue, goodwill or data, and loss due to operational interruption.

14.2 Each party’s total liability under the Agreement is limited to an amount equal to the fees paid by the Customer in the 12 months preceding the event giving rise to the claim, however minimum EUR 5,000.

14.3 The limitations do not apply to loss caused intentionally or by gross negligence, to the Customer’s payment obligations, to breach of section 12, or to the extent liability cannot be limited under mandatory law. The DPA’s provisions on liability towards data subjects under Article 82 GDPR are not affected.

14.4 Semantic is not liable for the acts or omissions of other Peppol Service Providers, the recipient’s systems, public authorities or the public internet.

15. Force majeure

15.1 Neither party is liable for failure to perform due to circumstances beyond its reasonable control, including war, terrorism, natural disasters, pandemics, strikes, large-scale cyberattacks despite appropriate security measures, and failure of public networks or power supply. The affected party shall notify the other party without undue delay. If the situation continues for more than 30 days, either party may terminate the Agreement with immediate effect.

16. Changes to the terms

16.1 Semantic may change these Terms, the API License and the SLA with at least 30 days’ written notice (e-mail and notice in the Portal). Changes required by law may take effect earlier. If a change is materially to the Customer’s disadvantage, the Customer may terminate the Agreement with effect from the date the change takes effect. Changes to the DPA follow the DPA.

17. Miscellaneous

17.1 The Customer may not assign the Agreement without Semantic’s prior written consent. Semantic may assign the Agreement to a group company or a successor of the business, subject to notice.

17.2 Semantic may refer to the Customer as a customer (name and logo) unless the Customer objects in writing.

17.3 If any provision is invalid, the remaining provisions remain in force.

18. Governing law and disputes

18.1 The Agreement is governed by Danish law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

18.2 The parties shall seek to resolve disputes by negotiation. Disputes that cannot be resolved within 30 days shall be settled by the Danish courts, with the District Court of Hillerød (Retten i Hillerød) as court of first instance.

18.3 Optional arbitration. Where the Order or a separately signed agreement expressly states that arbitration applies (typically enterprise or partner agreements, or Customers domiciled outside the EU/EEA, Switzerland and the United Kingdom), section 18.2 is replaced by the following: Any dispute arising out of or in connection with the Agreement, including disputes concerning its existence, validity or termination, shall be finally settled by arbitration administered by the Danish Institute of Arbitration (Voldgiftsinstituttet) in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The arbitral tribunal shall be composed of one arbitrator, unless the amount in dispute exceeds EUR 500,000, in which case it shall be composed of three arbitrators. The place of arbitration shall be Copenhagen, Denmark, and the language of the arbitration shall be English. The proceedings and the award shall be kept confidential.

18.4 Irrespective of sections 18.2 and 18.3, Semantic may recover undisputed amounts due through the ordinary courts or debt collection proceedings, and either party may seek interim measures from a competent court.

Contact

Semantic ApS · CVR 43789406 · Venlighedsvej 1, 2970 Hørsholm · info@semantic.biz · Support: semanticbiz.atlassian.net/servicedesk/customer/portals