1
PEPPOL SERVICE TERMS AND CONDITIONS
1.1
These Product Terms apply to the Customer's use of SignUp's e-invoicing services (collectively the
"E-invoicing Services").
1.2
By executing an Order Agreement for the E-invoicing Services, the Customer agrees to be bound by
the terms and conditions set out herein and that these Product Terms shall form an integral part of the
Agreement. In the event of a conflict or inconsistency between any of the Agreement documents, the
order of precedence set out in the Order Agreement shall apply.
1.3
Unless otherwise set out in these Product Terms, any capitalized terms and expressions used in these
General Terms and Conditions shall have the meaning given to them in the Definitions schedule.
2
SERVICE DESCRIPTION
2.1
SignUp provides Customer, via an authorized e-invoicing service provider, access to electronic
document exchange capabilities using OMNI network, enabling the transmission of standardized
electronic documents such as invoices, purchase orders, and other business documents, as further
described in the Product Catalogue.
2.2
License and Use
2.2.1
SignUp grants the Customer a limited, non-exclusive, non-transferable right to access and use the E-
invoicing Services in accordance with the Agreement.
2.2.2
The Customer may use the E-invoicing Services solely for its internal business purposes and in
compliance with applicable laws and regulations.
2.2.3
The Customer agrees not to use the E-invoicing Services for any unlawful, unauthorized, or fraudulent
purposes, or in any manner that would cause disruption or otherwise interfere with the E-invoicing
Services.
2.2.4
The Customer acknowledges and agrees that the e-invoicing service provider may require the Customer
to execute an agreement between Customer and the e-invoicing service provider in order to exchange
datasets via the OMNI network. In the absence of such agreement, where such agreement is required,
the Customer may not be able to use the E-invoicing Servies properly.
2.3
Customer Responsibilities
2.4
The Customer is fully responsible for all activities conducted by or on its behalf using the E-invoicing
Services and shall at all times comply with applicable laws and regulations. The Customer shall also,
without limiting the aforesaid, comply with the specific obligations or instructions imposed by the e-
invoicing service provider or under the an agreement with the e-invoicing service provider (as the case
may be).
2.5
The Customer further acknowledges that it is responsible for the business content of the datasets
exchanged via the OMNI network including its compliance with relevant laws and regulations as well
as for resulting business commitments.
2.6
The Customer acknowledges that SignUp may, without limiting any other available rights or remedies,
block the Customer's access to the E-invoicing Services and OMNI network in case of fraud, spam or
other criminal or malicious acts by or on behalf of the Customer.
2.7
The Customer shall provide necessary documentation, data, information and other data required for the
delivery of the E-invoicing Services. The Customer is responsible for the accuracy of submitted
documents and information.
2.8
The Customer is not allowed to permit third parties, other than the authorized users, to use or take
advantage of the E-invoicing Services or parts thereof.
2.9
When using the E-invoicing Services, the Customer shall comply with the Agreement and other
guidelines issued by SignUp or the e-invoicing service provider from time to time.
2.10
The Customer may not, fully or partially, gain access to, copy or otherwise reproduce, modify, derive,
interpret, re-lease, transfer or otherwise use the E-invoicing Services or related rights, except for the
authorized use outlined in these Product Terms.
3
FEES AND PAYMENT
3.1
The use of the E-invoicing Services is subject to fees as set out in the Order Agreement or as otherwise
agreed upon by the Parties.
3.2
The Customer agrees to pay all applicable fees in a timely manner, as set out in the Agreement.
3.3
SignUp reserves the right to modify the fees or introduce new fees upon providing reasonable notice to
the Customer.
3.4
The Customer acknowledges that the e-invoicing service provider may apply fees for the Customer's
use of the OMNI network.
4
INTELLECTUAL PROPERTY
4.1
The E-invoicing Services, including all software, technology, and content provided therein, is the
property of SignUp or its licensors and nothing in the Agreement shall be construed as a transfer of any
intellectual property rights to the Customer.
4.2
The Customer agrees not to reproduce, modify, distribute, or create derivative works based on the E-
invoicing Services without the prior written consent of the Supplier.
5
DATA PRIVACY
SignUp will process the personal data on behalf of the Customer in accordance with the Data Processing Agreement.
6
TERM, TERMINATION AND SUSPENSION
6.1
The term for the E-invoicing Services is set out in the applicable Order Agreement and the General
Terms and Conditions.
6.2
SignUp may suspend or terminate the Customer's access to the E-invoicing Services immediately if the
Customer breaches any provision of the Agreement.
6.3
Upon termination, the Customer will no longer have access to the E-invoicing Services, and any
outstanding fees will become immediately due and payable as specified in the Order Agreement.
7
AVAILABILITY
7.1
SignUp can, without compensating the Customer, temporarily suspend or limit access to the E-invoicing
Services for backup, maintenance and similar measures. SignUp will generally seek to do so during off
peak hours to minimize impact on the Customer. SignUp undertakes to provide Customer with
reasonable prior notice to the extent it is practicable under the circumstances in each individual case.
7.2
SignUp is not liable for unavailability caused by disturbances in internet or telecom infrastructure or
cloud supplier infrastructure at local, regional, or global level, or other failures caused by unavailability
of a third-party service or an e-invoicing service provider.
7.3
SignUp shall not be responsible for any errors or costs occurring because of (a) sender's or receiver's
acts or omissions, (b) sender's or receiver's failure to send or receive data files in accordance with the
requirements of the e-invoicing service provider, or (c) a failure of the OMNI network.
7.4
SignUp shall be entitled to update, amend and modify the E-invoicing Services without prior notice to
the Customer, provided that the performance or functionality does not decrease in any material way as
a consequence of such changes.
7.5
SignUp does not guarantee that the E-invoicing Services will perform uninterrupted, error-free or free
from bugs.