Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the Semantic ApS softwareas-a-service platform ("Service"). By using the Service, you agree to be bound by these Terms.

2. Use of the Service

Semantic ApS grants you a non-exclusive, non-transferable, limited license to access and use the Service in accordance with these Terms and the applicable Semantic API License Agreement.

3. Data Protection and Processing

Semantic ApS processes personal data on behalf of its customers in accordance with the Semantic Data Processing Agreement (DPA). The DPA forms an integral part of these Terms and outlines the responsibilities and obligations regarding data privacy and protection under applicable legislation, including the GDPR.

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4. Service Levels

Semantic ApS is committed to providing a reliable and secure service. The Service Level Agreement (SLA) specifies the performance standards, uptime guarantees, and support response times. The SLA is available upon request or via the customer portal.

5. Customer Responsibilities

Customers are responsible for:

• Ensuring that access credentials are kept secure.

• Using the Service in compliance with applicable laws and regulations.

• Not engaging in any activity that may harm the integrity or performance of the Service.

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GLN Assignment:

By registering a company in the Semantic portal, you acknowledge and agree that Semantic ApS is authorized to assign a Global Location Number (GLN) to your company. This GLN enables you to send and receive Peppol-compliant invoices and other Peppol documents via Semantic ApS and other connected parties.

6. Intellectual Property

All intellectual property rights in the Service, including software, documentation, and semantic models, remain the exclusive property of Semantic ApS or its licensors.

7. Termination

Semantic ApS may suspend or terminate access to the Service in case of breach of these Terms. Upon termination, all rights granted under these Terms will cease immediately.The Customer may terminate this Agreement with 30 days’ written notice in accordance with

Article 29 of the EU Data Act regarding switching charges. Semantic does not store data on behalf of the Customer and therefore cannot provide any data upon termination. If the Customer has used the Semantic API solution to create workflows or has leased one or more GLN numbers, these must be returned to Semantic upon termination of the Agreement. A switching fee will apply, corresponding to the time consumed for the transition, subject to a minimum of one consultant day at €1,000 per day.

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Example: If the transition requires 2 consultant days, the switching fee will be €2,000.

Semantic ApS may suspend or terminate access to the Service in case of breach of these Terms. Upon termination, all rights granted under these Terms will cease immediately.

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8. Limitation of Liability

Semantic ApS shall not be liable for indirect, incidental, or consequential damages arising from the use of the Service, except as required by law.

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9. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Denmark. Any disputes shall be subject to the exclusive jurisdiction of the Danish courts.

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