Master Terms of Service & Service Level Agreement

Welcome to Decionis. These Master Terms of Service (“Terms”, “Agreement”) govern the access to and use of the software-as-a-service platform, API layers, and native application extensions (including integrations for SAP, Microsoft Teams, and Webex) provided by Decionis, Inc. (“Decionis”, “we”, “us”, or “our”).

By provisioning, installing, or executing code through a Decionis account, the enterprise customer (“Customer”, “you”) agrees to be bound by these Terms. If you are accepting these terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms.

1. The Service & Execution Authority Infrastructure

Decionis provides an Execution Authority Infrastructure that acts as an execution certainty layer for modern Commerce and Enterprise Operations. The Service evaluates user-defined operational policies, performs risk calculations, and mints tamper-proof, cryptographically signed Decision Dossiers before high-stakes system or financial changes are executed.

1.1 Customer Control & Responsibility

The Customer maintains absolute control over the configuration, parameters, and deployment environment of its operational policies. Decionis does not dictate operational choices; rather, it enforces the specific rule structures authorized by the Customer.

2. Service Level Agreement (SLA) & Commitment

Because Decionis operates directly within your critical operational pipelines, we commit to the highest industry standards of platform availability, low latency, and operational reliability.

2.1 Uptime Commitment

Decionis warrants that the Core Policy Evaluation Engine and API Layers will maintain a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle (the “Service Commitment”).

2.2 Scheduled Maintenance

“Downtime” excludes periods where the Service is unavailable due to Scheduled Maintenance. Decionis will provide at least forty-eight (48) hours advance electronic notice for any scheduled maintenance, which will be executed strictly during low-utilization windows (weekends or between 00:00 and 04:00 UTC).

2.3 Service Credits

If Decionis fails to meet the Uptime Commitment in any given month, the Customer is eligible to receive a Service Credit applied against their next monthly subscription invoice, calculated as follows:

To claim a Service Credit, the Customer must submit a request to support@decionis.com within thirty (30) days of the end of the billing cycle in which the downtime occurred.

3. Data Protection, Ownership & Security

Data handling, privacy protocols, and cross-border data transfer mechanisms are strictly governed by our Privacy Policy and our corporate Data Processing Agreement (DPA).

• Data Ownership: The Customer retains all right, title, and interest in and to all operational metadata, transaction payloads, and execution rules ingested into the platform.
• Dossier Integrity: Decionis guarantees that every Decision Dossier generated by the system is cryptographically signed and immutable. Decionis cannot modify a Dossier once it has been minted.

4. IP Rights & Usage Restrictions

All intellectual property rights in the Decionis platform, including the underlying algorithms, policy compilers, and cryptographic signing architecture, remain exclusively with Decionis.

4.1 Usage Restrictions

Customers shall not, and shall not permit any third party to:

• Reverse engineer, decompile, or attempt to extract the source code of the execution engine.
• Use the Service to build a competing execution authority layer or rule enforcement product.
• Bypass or attempt to circumvent any rate limits or security barriers built into the API infrastructure.

5. Limitation of Liability & Indemnification

5.1 Indemnification by Decionis

Decionis will defend, indemnify, and hold harmless the Customer from and against any third-party claims alleging that the native Decionis platform directly infringes any validly issued patent, copyright, or trademark of a third party.

5.2 Limitation of Liability

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 5.1, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO DECIONIS IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY.

6. Term, Termination & Offboarding

This Agreement begins upon your initial account provisioning and continues until your subscription terminates or expires.

• Termination for Cause: Either party may terminate this agreement with thirty (30) days written notice if the other party materially breaches these terms and fails to cure the breach within that window.
• Data Extraction Upon Termination: Upon termination of service, the Customer has a period of thirty (30) days to download and export all historic Decision Dossiers and log files via the Decionis API, after which Decionis will securely purge customer tenant databases in compliance with standard cryptographic sanitization practices.

7. Governing Law & Jurisdiction

This Agreement and any disputes arising out of it will be governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. The parties submit to the exclusive personal jurisdiction of the courts located in that jurisdiction.

8. Contact & Legal Notices

For legal inquiries, contract adjustments, or custom SLA negotiations, please contact our legal desk: legal@decionis.com.