General Service Conditions

1. Object
These General Conditions (hereinafter “Conditions”) establish the terms and conditions applicable to the provision by Saphety Level – Trusted Services, S.A., with head office at Rua do Viriato, 13, 3º, 1050-233 Lisboa, Tax Identification Number 507957547 (hereinafter “Saphety”), of its services (hereinafter “Service”).

2. Service provison

2.1. The Service will be provided to those – natural persons, with an open business activity in the Tax Office, or legal persons – who subscribe the service (hereinafter “Customer” or “Customers”), and assume the acceptance of these Conditions. When the Customer is a legal person, Saphety assumes that the person using the Service (hereinafter “User”) has the necessary powers to represent, bind and act on behalf of the Customer.
2.2. The Service purpose is to allow the Customers, through Saphety’s platform, to send and/or receive electronic business documents, including the legal filing and, whenever necessary, the electronic signature of the financial documents, in accordance with the applicable legislation.
2.3. The subscription of the Service implies the acceptance of these Conditions, including the acceptance to the EDI Agreement that constitutes Annex I of this document, that will regulate the relationship between the senders and recipients of the EDI messages exchanged through the Service.

3. Electronic signature

Whenever necessary, Saphety will electronically sign the invoices issued by the Customer in accordance with the legislation in force. For this purpose, the Customer authorizes and delegates, to Saphety, the responsibility for the signature, through a qualified digital certificate, ensuring the compliance with all the legal requirements, whether those stipulated in the VAT Code or those of Decree-Law No. 28/2019 of February 19th.

4. Commercial conditions

Saphety provides its Electronic Invoicing Services in the following options:

SIN Service (Saphety Invoice Network)
The SIN Service allows an automatic subscription and activation of the platform to send electronic invoices and other financial documents.

The Web platform subscription is mandatory, by selecting one of the available subscription plans, further detailed in Saphety’s platform. The subscription fees will be debited monthly as long as the Service remains active.

The subscription has no activation cost. The Customer may, at any time, stop using the Service, by cancelling the subscribed services online. The monthly fee of the month in which the cancellation occurs is not refundable and the customer may use the Service until the end of that month.

With the Service subscription, the Customer accepts that, from that moment on, the only format of sending documents to the customers, that it may select as recipients, is the Electronic Invoicing.

The SIN Service is available for subscription in the pre-payment option.

Portal DOC Service
The Portal DOC Service requires a custom subscription and activation/configuration to use the platform to send/receive electronic invoices, other financial documents and other business documents (such as orders or delivery notes).

The DOC Portal Service has a specific activation/configuration cost and a cost associated with the document plan and is available for use in pre-payment and post-payment modes.

The document plan is valid for 1 year. The service expires when the first of the following conditions is reached i) consumption of the plan’s document balance or ii) expiration date.

Failure to renew the service implies deactivating the service. The reactivation of the service implies a new subscription with application of activation costs.

Integrated Service

The Integrated Service requires a subscription and integration with the Customer’s billing/management system to send/receive electronic invoices, other financial documents and other business documents (such as orders or delivery notes).

The Integrated Service has a specific activation/configuration cost and is available in the post-payment option.

Pre-payment
In the pre-payment option, the use of the Services is subject to the prior and periodical pre-payment of a determined fee (for example, a monthly or annual subscription). Saphety may suspend or refuse to provide the Services until it has received the agreed price.

Post-payment
In the post-payment option, the use of the Services is not subject to the prior and periodical pre-payment of a determined fee, being the agreed price paid in a determined date agreed upon by the Parties. The price and the remaining payment conditions will be agreed in the business proposal.

In post-payment, usually:
• The post-payment billing takes place on the 21st of each month or on the first following business day;
• The billing/price varies depending on each Customer fee and the volume of documents processed by Saphety’s platform during the billing period;
• The billing includes the period that starts on the 21st of the previous month until the 20th of the month of the billing;
• All types of documents processed by Saphety will be taken into account in that period, stored in the production databases, with origin and/or destination in/for each Customer, regardless of the status of each of these documents (the documents that remain in the system in error status will not be charge, except when the reason for the error is the sender’s responsibility, in which case those documents will be charged to their issuer);
• The reprocessing of documents, when justified by an improper action by the Customer, will have a fee of 0.5€ per reprocessed document, with a minimum value of 25€ and a maximum of 500€ per reprocessing;
• In case of suspension or termination of the Services, their reactivation is subject to Saphety’s technical services availability and the prior payment of a reactivation fee, with a minimum value of 250€, plus VAT.

5. Conditions for accessing and using the service 

5.1. For the Customer to be able to use the Service, it must cumulatively comply with the access conditions of the Service provided by Saphety, namely, to have an Internet access service without usage limitations incompatible with the Service and to have a computer and/or mobile device, communications and software equipment that meets the minimum requirements that, in each case, can be defined by Saphety to support the Service.
5.2. The Customer undertakes to use the Service for the contracted purpose and in compliance with the legal provisions in force and with the provisions of these Conditions.
5.3. The Customer undertakes not to provide or transmit any misleading or false information, particularly when registering with the Service.
5.4. When registering the Service, the Customer accepts that, from that moment on, the method to send the documents to the customers that it may select as recipients, is the Electronic Invoicing.
5.5. The Customer assumes total and exclusive responsibility for the authenticity, accuracy, veracity and timeliness of the data and documentation entered under the scope of the documents to send to their recipients, manually or by file upload.
5.6. Whenever Saphety’s platform is not integrated with the Customer’s billing system, in order to send documents to their recipients, the Customer must assure that the PDF extension file (mandatory to associate individually with each document), corresponds to the original version reproduced by its billing system.
5.7. Saphety will provide to the Customer one or more access codes (passwords or other credentials) for the use of the Service, in order to ensure the utilization legitimacy and confidentiality by one or more Users authorized by the Customer. Saphety will provide the means for the Customer to change its codes whenever necessary.
5.8. The access codes are non-transferable and known exclusively by the Customer, so the Customer must ensure their confidentiality and that they are not used by third parties, using them in a strict and exclusive manner and assuming all the inherent risks of an improper disclosure.
5.9. The Customer undertakes to immediately inform Saphety of any violations or misuses of the access codes that it is aware of.
5.10. The Customer is the sole responsible for the communication and use of any access codes and all sensitive information that it provides to third parties. Saphety is not responsible for the use that third parties may give to these codes.

6. Service provision mode

6.1. Saphety directly ensures the compliance of the obligations arising from the provision of the Service or, when it deems necessary, will subcontract the provision of all or part of the Service to other duly qualified entities.
6.2. Saphety reserves the right to change the commercial conditions of the Service options, namely the prices, subscription plans, periodicities and associated services, as well as the available means of payment, and even change these Conditions.
6.3. Any changes made by Saphety, that are not justified by the platform and Service technological or security reasons, will be Saphety with 30 days prior notice. If the Customer does not accept these changes, it may terminate the provision of the Service.
6.4. Saphety reserves the right to change the way in which the Service is provided, providing it through its own infrastructures or through infrastructures contracted for that purpose, ensuring the respective quality levels, when applicable, without additional costs for the Customer. The Customer will cooperate with Saphety to enable the necessary technical changes.
6.5. Whenever Saphety changes these Conditions it will notify the Customer, in writing, by sending a communication to the email address indicated by the Customer, with a minimum of 30 (thirty) days before the date of the respective entry into force.
6.6. Saphety does not assure in any way the continuous and flawless operation of the Service, however, it will force itself to permanently develop its best efforts for this purpose.

7. Conditions for the service suspension or termination 

7.1. Saphety may suspend or restrict the Service offer in the following cases:
a) Whenever the suspension or restriction is necessary to ensure the security of the Service provision, namely in emergency or force majeure situations, to avoid interference between technical systems and whenever it is necessary to ensure the compliance with the norms regarding the protection of personal data, as well as to ensure the maintenance of SAPHETY’s network and infrastructure integrity, upon notification to the Customer, made at least 24 hours in advance, except in case of emergency or force majeure;
b) Whenever the use of the Service is precluded by a fact attributable to third parties or in situations where the usage conditions of the technical means necessary for the Service provision are altered and undermine the quality of the Service provision, namely, causing interruptions, interference or other major usage difficulties for the Customer;
c) The Customer does not observe the access and usage conditions of the Service, after being notified with a minimum of 5 days in advance;
d) Major or repeated failure, by the Customer, to comply with the legal or regulatory provisions;
e) False statements renderer by the Customer regarding elements that Saphety considers to be essential, before or after the beginning of the provision of the Services;
f) Non-compliance, by the Customer, with the agreed payment deadlines;
g) Non-compliance with these Conditions.
7.2. Under the terms and for the purposes of the preceding paragraph, “Force Majeure” means any unpredictable and insurmountable event, outside Saphety’s will or control and that precludes, total or partially, permanent or temporarily, Saphety to fulfil its obligations.
7.3. Saphety may terminate the Service, ending the contract, at any time, informing the Customer about the termination in writing, at least 60 (sixty) days in advance. Saphety will cease to provide the Service as of the date of said termination and will not be liable to the Customer for any kind of refund, compensation or restitution.
7.4. If the Service is terminated, by any reason, the Customer will no longer have access to the multiple functionalities of the Service. Notwithstanding, the Customer will maintain the access to the invoice file for the legal period.

8. Saphety’s responsability

8.1. Without prejudice to what is provided in the following numbers, Saphety will only be responsible for direct damages caused by itself with intent or serious fault, not being responsible for any damages related to the replacement of goods and/or services, loss of profits, loss of sales, loss of business, revenue, customers or anticipated savings, as well as indirect damages, including without limitation replacement costs, consequential damages, interruption or suspension of operations, related to or arising from the Service provision, directly or indirectly.
8.2. Saphety does not control the content nor the use of the information transmitted/received with the assistance of the Service, and therefore does not assume any responsibility for such information, even if it violates the Customer’s rights. This is the Customer exclusive responsibility, and the Customer undertakes to indemnify Saphety for all expenses or charges that Saphety must face due to the Customer’s unlawful and/or inadequate use of the Service.
8.3. Saphety will not be liable for any damages, that the Customer may have from using the Service, resulting from the incorrect equipment and/or software configuration done by the Customer.
8.4. Saphety may provide means and tools to assist the Customer that ensure the integrity and confidentiality of the content of the information transmitted with the assistance of the Service, whenever it circulates through communication networks (for example, the Internet), with the Customer being responsible for the good use of those means and tools to obtain those guarantees.
8.5. Saphety is not responsible for the unlawful use of the information transmitted with the assistance of the Service.
8.6. Saphety is not responsible for any delays, interruptions, losses, loss of information or other situations caused by failures in its network or in telecommunications infrastructures, equipment errors and/or computer programs owned or property of third parties or in factors that are outside Saphety’s control.
8.7. Saphety is responsible for ensuring that the recipients available on the Service have previously agreed to receive documents by this mean, accepting the Electronic Invoice as a mean for receiving documents from the Customer, except for documents that are sent to the recipients by email and whose acceptance cannot be controlled by Saphety.
8.8. The Customer assumes total and exclusive responsibility for the authenticity, accuracy, veracity and timeliness of the data provided at the time of registration, payment details and use of the Service.

9. Intellectual property rights  

9.1. Saphety is the exclusive owner of all intellectual property rights related to the Service.
9.2. The contents present on Saphety’s platform, namely, texts, images, brands, logos, source codes are protected by intellectual property legislation, namely, by copyright and industrial property rights, and its ownership or license, held by Saphety and its suppliers or licensors, may not be copied, imitated or used, total or partially, without Saphety’s or the holder, of the applicable intellectual property right, prior written authorization, and the Customer recognizes and accepts this.
9.3. The Customer undertakes not to make any abusive use of these same contents, and such contents cannot be copied, disseminated, used or copied in any way, nor using software tools to collect protected content, namely, bots, crawlers or other automatic mechanisms.
9.4. The Customer will not copy, translate, disassemble or decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code and the object code of Saphety’s platform, as well as third party tools and applications and the software associated with its operationality, nor remove any confidentiality or intellectual property notices.
9.5. The Customer undertakes to fully compensate Saphety for any restitutions, costs or expenses that Saphety must face as a result of claims of any kind or nature that are directed against Saphety by third parties, based on the violation of third party rights, namely intellectual property rights related to the use of content provided or made available through the platform and the services associated with the platform, including for restitutions agreed and paid to third parties.
9.6. The use of the Service by the Customer will not constitute or cause the transfer of any intellectual property rights owned by Saphety.
9.7. The Customer cannot, during or after the termination of the Service provision, under any circumstance, dispute Saphety’s intellectual property rights, undertaking not to acquire and/or use, even if in an attempted way, by any means, including, but not limited to, by paying or free of charge, exchange, license, rent, register or deposit Saphety’s intellectual property rights.

10. Communications

10.1. All written notifications made by Saphety to the Customer and related to the Service or its relationship with the Customer, including any changes to these Conditions, will be made to the email address indicated by the Customer.
10.2. All written notifications made by the Customer to Saphety and related to the Service or its relationship with Saphety will be made to the contact details provided at www.saphety.com.

11. DATA PROCESSING ADDENDUM (“DPA”).

In the course of providing the Software and Services to you pursuant to this Agreement, Sovos and its Affiliates may Process Personal Data on behalf of you, and the parties agree to comply with the provisions with respect to any Personal Data, each acting reasonably and in good faith, located at DPA.

12. Dispute resolution procedures and applicable law 

12.1. In the event of a dispute, and for the purposes of the citation or notification, the Customer’s conventional address will be the one that is registered in the platform subscription.
12.2. The Customer may complain to Saphety about acts or omissions that violate the legal norms, regulations or these Conditions, and must substantiate and justify the terms of the complaint, that must be presented at Saphety’s tax address or by e-mail to the following address: qualidade@saphety.com.
12.3. The deadline for submitting the complaint provided for in the preceding paragraph is 30 (thirty) days, as from the Customer’s knowledge of the facts.
12.4. The complaints submitted pursuant to the preceding paragraphs will be decided by Saphety and notified to the complaining Customer within a maximum period of 30 (thirty) days from the date of receipt.
12.5. Any dispute arising from this contract will be submitted to the jurisdiction of the Lisbon District Court, with express waiver of any other.
12.6. Without prejudice to the application of mandatory rules, any issues arising from these Conditions, namely regarding their interpretation, validity, effectiveness or execution, are governed and regulated by Portuguese law, which will be the only one applicable.

v.04112020

ANNEX I
EDI Agreement

The Customer agrees to be bound by this EDI Agreement, that regulates the relationship between the Customer, as sender or recipient of the electronic messages exchanged through the Service provided by SAPHETY, and the remaining users of such service, who act, respectively, as recipients or senders of such messages.

Article 1 – Object and scope
1.1 The European EDI standard agreement, hereinafter referred to as “the agreement”, specifies the terms and conditions to be respected by the parties that perform transactions using electronic data interchange (EDI), under the terms of the Service provided by Saphety.
1.2. The provisions of the agreement are not intended to govern contractual obligations resulting from the underlying transactions carried out using EDI.

Article 2 – Definitions
For the purposes of this Agreement, consider the following definitions:
• EDI (Electronic data interchange): Electronic transfer, from one computer to another, of commercial and administrative data, through the Service contracted with Saphety.
• EDI message: Set of structured segments, prepared in a computer-readable format and that can be processed automatically and unambiguously.
• CIUS-PT: Semantic data model proposed for the Portuguese Standard – CIUS-PT – and list of syntaxes that the electronic invoice must obey to, in compliance with the European Standard EN 16931-2017, June 28th of 2017.
• Saphety XML API: Standard semantic data model accepted by Saphety, as a format for transferring data from financial and business documents.
• UN/EDIFACT: As defined by the UN/ECE (‘), United Nations rules for the transfer of electronic data to the administration, trade and transport – set of internationally agreed rules, lists and guidelines for the transfer of structured data and, in particular, transfers related to goods trading and services between independent computer systems.
• Receipt acknowledgment: Procedure were, upon receipt of an EDI message, the syntax and semantics are checked, being the corresponding confirmation sent by the recipient.

Article 3 – Contract validity and formation
3.1 By accepting this agreement, the parties expressly waive any rights to dispute the validity of a contract made in accordance with these provisions, on the exclusive basis that it was made through EDI.
3.2. Each party must ensure that the content of an EDI message sent or received is not incompatible with the legislation of its own country, assuring all the necessary measures are taken to immediately inform the other party of such incompatibility.
3.3 A contract made through the use of EDI will be considered finished at the time and place where the EDI message that translates the acceptance of an offer is available in the proposer’s computer system.

Article 4 – EDI messages probative value
To the extent authorized by the applicable national law, the parties agree that, in the event of a dispute, the records of the EDI messages, stored in accordance with the provisions of this Agreement, will be accepted by the courts and constitute evidence of the facts contained therein, unless proven otherwise.

Article 5 – EDI messages processing and receipt acknowledgment
5.1 The recipient will process the message received as fast as possible after receiving it and, in any case, within a maximum period of 3 working days.
5.2 The receipt acknowledgment will only be necessary if required, at the express request of the EDI message sender.
5.3 If a receipt acknowledgment is required, the EDI message recipient must ensure that the receipt acknowledgment is sent within 2 working days starting from the time the EDI message was received. The EDI message recipient that requires receipt acknowledgment will not proceed with the contents of the EDI message until such receipt acknowledgment has been sent.
5.4. If the sender does not receive the receipt acknowledgment within the deadline, the EDI message may be treated as null or void after the deadline for this purpose.

Article 6 – EDI messages security
6.1 The parties undertake to apply and maintain security procedures and measures to ensure the protection of the EDI messages against the risks of unauthorized access, modification, delay, destruction or loss.
6.2 Security procedures and measures include the verification of the origin, the verification of integrity, the non-rejection of the origin and of the receipt and the confidentiality of the EDI messages.
6.3. If the use of security procedures and measures results in the rejection of the message or the detection of an error in the EDI message, the recipient must inform the sender accordingly. The recipient of an EDI message that has been rejected, or that contains an error, will not proceed with the EDI message until it receives instructions to do so from the sender. Whenever a rejected or wrong EDI message is retransmitted by the sender, the EDI message must clearly state that it is a corrected EDI message.

Article 7 – Personal data confidentiality and protection
7.1 The parties will ensure that the EDI messages that contain confidential information are kept confidential and are not disclosed or transmitted to unauthorized people or used for other purposes than those intended by the parties. The subsequent transmission of this confidential information, when authorized, must be subject to the same degree of confidentiality.
7.2. For the purposes of the preceding paragraph, the EDI messages are always considered to be confidential, unless such information is in the public domain or if the sender identifies it as non-confidential.
7.3. Whenever EDI messages that include personal data are sent or received in countries where no data protection legislation is in force and until the application of the Community legislation on the matter, each party agrees as minimum standard to respect the provisions of the Council of Europe convention on the protection of individuals regarding the automatic processing of personal data.

Article 8 – EDI messages registry and storage
8.1 Through SAPHETY’s Service, each party will be able to maintain a complete and chronological record of all the EDI messages transferred during a business transaction. The parties undertake to maintain such messages for a minimum period of 3 years, without prejudice to longer periods required by applicable law.
8.2. The Parties shall ensure that the electronic or computerized records of the EDI messages are readily accessible, can be reproduced in a readable way and, if necessary, printed. All the operational equipment necessary for this purpose must be maintained.

Article 9 – Operational requirements for the EDI
9.1 The parties undertake to implement and maintain the operational environment to put the EDI into operation under the terms and conditions of this agreement, which includes but is not limited to the following:
Operational equipment: The parties will provide and maintain the necessary equipment to transmit, receive, translate, record and store the EDI messages.
Means of communication: The messages will be transmitted using the SAPHETY’s Service.
Standards for the EDI messages: All the EDI messages will be transmitted in accordance with the standards, recommendations and procedures provided for in CIUS-PT, Saphety XML API or UN-EDIFACT formats. In the case of the UN-EDIFACT format, as approved by the United Nations Economic Commission for Europe (UN/ECE – WP.4) and in accordance with the European standards.
Codes: The code lists of the data elements referred to in the EDI messages will include the updated UN/EDIFACT code lists, the international code lists published as international ISO standards and the UN/ECE or other officially published code lists. If these code lists are not available, it will be given preference to the use of published, updated code lists that guarantee correspondence with other code systems.

Article 10 – Responsibility
10.1 None of the parties in this agreement will be responsible for any special, indirect or consequential damages caused by the non-compliance of its obligations under this agreement.
10.2 None of the parties in this agreement will be responsible for eventual losses or damages suffered by the other party due to delay or failure to comply with the provisions of this agreement, if such delay or non-compliance is caused by an impediment independent of that party’s will and that cannot be, as far as reasonably possible, predicted and taken into account at the time of the agreement completion or whose consequences cannot be avoided or overcome.
10.3 If one of the parties uses the services of an intermediary for the transmission, the chronological recording or the processing of an EDI message, that party will be responsible for the damages resulting directly from the acts, failures or omissions of that intermediary in the provision of such services.
10.4 If one party requests the other party to use the services of an intermediary for the transmission, the chronological recording or the processing of an EDI message, the party that requested the use of such services will be liable to the other party for damages resulting directly from the acts, failures or omissions of that intermediary in the provision of such services.

Article 11 – Jurisdiction and applicable legislation
11.1 Any dispute arising from or related to this agreement will be submitted to the Portuguese courts, the only ones competent to resolve the dispute.
11.2 The agreement is governed by Portuguese law.

Article 12 – Effective date, amendments, termination and reduction
12.1 Effective date: The agreement will be effective from the date it is signed by the parties.
12.2. Amendments: If necessary, additional or alternative provisions of the agreement, that have been subject of a written agreement between the parties, will be considered as part of the agreement from the moment of its signature.
12.3. Termination: Any of the parties can terminate the agreement by giving at least a one month’s notice, sent by registered letter or by any other means agreed between the parties. The termination of the agreement will only affect transactions after that date. Without prejudice of the termination, regardless of the reasons, the rights and obligations of the parties referred to in Articles 4, 6, 7 and 8 will remain beyond the termination of the agreement.
12.4. Reduction: If an article or part of an article of the agreement is considered to be not valid, the remaining articles will remain in full force.