This Service Level Agreement is an exhibit to the Agreement. This exhibit includes by reference the terms and conditions of the Agreement. Capitalized terms that are not expressly defined herein shall have the meanings set forth in the Agreement. In the event of any inconsistencies between this exhibit and the Agreement, the parties agree that the terms of this exhibit will prevail.
1. Standard XBRL Request
1.1 Definitions
“Document Setup” (a.k.a “Implementation”) means assigning XBRL tags to each SEC Regulation SK required fact for each initial task for each initial 10Q, 10Q/A, 10K, 10K/A, 20F, 20F/A, 40F, 40F/A form type, or Fast Act cover page form types, using DFIN Tagging Best Practices.
“Rollforward” means the updating of XBRL tagging from a previously XBRL tagged project, using DFIN Tagging Best Practices, for the purposes of changing from a financial reporting period to the subsequent financial reporting period for the same 10Q, 10Q/A, 10K, 10K/A, 20F, 20F/A, 40F, 40F/A form type, or Fast Act cover page form types. A Rollforward is inclusive of significant disclosure addition, change to presentation order, or modification of presentation structure of the document.
“XBRL update” means document related changes within a single financial reporting period and form type. An XBRL Update is exclusive of significant disclosure addition, change to presentation order, and modification of presentation structure of the document.
“XBRL comment” means express instructions to change through the DFIN XBRL review and comment software Online Reviewers Guide, or suitable online XBRL commenting tool.
“Online Reviewers Guide” means a web-based SEC XBRL renderer, with tag review, commenting, and approval functionality, that can be shared across authorized users. Task based version controls enabled to ensure completeness of requested XBRL comment processing. Task based version compare features to ensure accuracy of requested changes.
“DFIN Tagging Best Practices” are the set of practices below that DFIN endeavors to utilize for standard XBRL requests:
- “Initial tagging” means DFIN will identify and use SEC standard taxonomy tag first, and then create an extension tag, if the SEC standard tag is not identified.
- “Consistency” means DFIN will maintain any tag used in prior tagging rounds and/or the 4 most immediately preceding SEC filings (precedence given to most recent filing in case of tag change over time), as applicable.
XBRL submission timing” means
- Document Setup task submitted no less than 2 weeks before SEC filing date
- Rollforward task submitted no less than 1 week before SEC filing date
- XBRL update w/ current period numbers task included for the first time, submitted no less than 3 business days before SEC filing date
- XBRL comment tasks are produced at rate of 50 comments per 24 hours
NOTE: See Best Practice document for preferred guidelines for XBRL submission timing
1.2 Standard Request limitations
Document Setup is performed once for 10Q, 10Q/A, 10K, 10K/A, 20F, 20F/A, 40F, 40F/A form type, or Fast Act cover page form types.
Rollforward is performed once for each 10Q, 10Q/A, 10K, 10K/A, 20F, 20F/A, 40F, 40F/A form type, or Fast Act cover page form types.
Requests to review, re-perform, or investigate previously applied DFIN Tagging Best Practices is not a standard XBRL request. These are considered non-standard “XBRL Comments”
2. Non Standard XBRL Requests
2.1 Definitions
“Weekend OT” means client requested work occurring during DFIN standing hours 7:00 am Saturday through 7:00 am Monday EST (including both weekends and DFIN holidays).
“Self Solve OT” means Weekend OT that will be applied to hours worked on any tasks submitted by the customer after 6pm EST on Friday and due on or before 1pm EST on following Monday.
“SDEF (Same-Day EDGAR Filings) Tasks” means tasks submitted on the day of filing, as identified in NewAD Project Health, on-line help, at time of task submission, as identified in NewAD Project Health during the course of task production, or on day of live SEC filing. Project Health is an application within NewAD, where clients document their planned SEC filing date.
“All Other Requests” means unless expressly listed under Section 1 (Standard XBRL Requests), all other XBRL requests are considered non standard and additional fees may apply.
2.2 Billing Terms
* Alternative XBRL Support Packages are available by purchase for form types required to be tagged per SEC Regulation SK, except 10Q or 10Q/A, 10K or 10K/A, 20F or 20F/A, and 40F or 40F/A form type, and Fast Act cover page form types. The XBRL Support Package - Service Level Agreement outlined in Section 1 and Section 2 above are applicable to the respective form type of the Alternative XBRL Support Package purchased.