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Terms & Conditions
By clicking "Accept" or “Agree,” you agree to all of the terms and conditions stated in this Agreement. If you do not agree to these terms, do not click "Accept" or “Agree.” By clicking “Accept” or “Agree” you hereby represent and warrant that you have been given the power of attorney by your employer (“Customer”) to carry out this transaction and conclude the respective contracts with SAP on behalf of your employer. If you do not have the appropriate power of attorney, we kindly ask you to not continue with this transaction.
This agreement (defined below) is a legally binding agreement for SAP Cloud Services between Customer and the SAP affiliate or subsidiary company in the country in which Customer is located and from whom Customer is subscribing to SAP Cloud Services displayed in the Purchase Review and Order Confirmation (both defined below) (“SAP”).
This order document (Order Document) is governed by and incorporates the following documents in effect as of the effective date. All documents are listed in order of precedence, and collectively referred to as the “Agreement”:
Customer has had the opportunity to review the Agreement, including without limitation the GTC, Schedules, Supplements and terms and conditions mentioned above, prior to accepting this Agreement. SAP recommends Customer prints copies of the applicable GTC, Schedules and Supplements for Customer’s own records. The Agreement shall be effective as of the recorded time Customer has accepted the Purchase Review and Order Confirmation.
1. Cloud Service and Fees: The Cloud Service subscription fees and pursuant to this Agreement consists of the component(s) identified in the purchase review displayed on the SAP Store (“Purchase Review”) as well as in the corresponding order confirmation email Customer receives from the SAP Store (“Order Confirmation”).
Payment is not dependent upon completion of any implementation services. Fees for Non-recurring services shall be invoiced by SAP on a one-time basis and paid by Customer in accordance with the GTCs. Fees for renewal terms will be equal to the fees for the immediately preceding subscription term (including any additional Usage Metrics or Cloud Services added to this Order Form during the Subscription Term), provided SAP may apply an increase to such fees (over the preceding term of the Order Form) to account for changes in consumer prices generally over the preceding term of the Order Form. Non-recurring fees (if any) shall be invoiced by SAP and paid by Customer upon commencement of the Subscription Term.
2. Cloud Service Access and Taxes: Customer acknowledges that the “Ship-To” address entered by Customer in the SAP Store site is the primary location from which Customer will access the Cloud Service (“Primary Access Location”). If Customer does not provide a Primary Access Location, SAP will incorporate a default Primary Access Location to Customer’s sold-to address. Customer has provided the following Primary Access Location. It is the obligation of the Customer to consider if withholding tax is applicable. In case of any applicable local taxes, these are to be borne by Customer. Applicable taxes have to be declared and paid to the respective tax authority by Customer. Customer’s failure to provide SAP with its VAT and/or GST number may have sales tax implications. Cloud Services Fees do not include Taxes.
3. NotificationSAP shall notify Customer at least thirty seven (37) days’ prior to the end of the initial term and each renewal term of the paid subscription of the renewal date of the Agreement, and Customer may elect to terminate the Agreement and cancel the subscription effective upon the end of the initial term or any renewal term by notifying SAP using the Contact SAP link on the SAP Store at least thirty (30) days prior to the end of the then-current term. SAP may elect not to renew the paid subscription effective as of the end of the initial term or any renewal term by providing Customer fourteen (14) days’ notice.
4. Payments.
(a) The fees for the initial term of the Cloud Service are included in the ordering page(s) of the SAP Store.
(b) If Customer is a previously authorized buyer of SAP products, SAP will invoice customer and payment is due in accordance with the GTC.
(c) If Customer is not a previously authorized buyer, Customer must use a valid credit card to order the initial subscription. Fees will be billed to Customer’s credit card for each renewal term upon the first business day of the renewal term. Customer’s credit card will be billed in advance for each billing period during the term of this Agreement for use of the Cloud Service unless Customer cancels its subscription as provided above.
SCHEDULE D-1 TO ORDER FORM
FOR CLOUD SERVICES
AWS ADDENDUM
TO THE
PERSONAL DATA PROCESSING AGREEMENT FOR SAP CLOUD SERVICES
1. PREAMBLE
This Addendum (the „Addendum“) to the Data Processing Agreement for SAP Cloud Services (the “Schedule”) applies whenever Amazon Web Services Inc. (“AWS”) is used by SAP as a Subprocessor. It sets out the deviations from the Schedule which only apply to SAP’s use of AWS as a Subprocessor.
Capitalized terms used but no defined herein shall have the same meaning as defined in the Schedule.
2. INSTRUCTIONS
In deviation of the Section of the Schedule covering instructions, any instruction issued by Customer to AWS going beyond initial instructions regarding the provision of the relevant Cloud Service (as set out the Schedule) shall be (i) in writing and (ii) send to SAP who will either implement the instruction through the service controls provided by AWS or forward the instruction to AWS.
3. DELETION OF PERSONAL DATA
In deviation to the Section of the Schedule covering instructions, AWS provides SAP with controls to enable SAP to retrieve, correct, delete, or block Customer Personal Data. If AWS is used as an indirect Subprocessor of SAP, SAP will instruct its direct data processor using AWS as Subprocessor to take the required steps.
4. USE OF SUBPROCESSORS
In deviation to the Section of the Schedule covering subprocessors, any Subprocessor used by AWS shall comply with the terms of this Addendum.
5. DISCLOSURE OF CUSTOMER CONTACT DETAILS TO AWS
SAP SE has entered into the Standard Contractual Clauses with AWS. Customer and its affiliates and/or other entities using the Cloud Service (as authorized by Customer) may accede (become a party) to the Standard Contractual Clauses between SAP SE and AWS. Before Customer, its affiliates and/or other entities using the Cloud Service may accede, SAP will inform AWS of the identity of the Customer, its affiliates and/or other entities using the Cloud Service. Customer (also on behalf of its affiliates and/or other entities using the Cloud Service) therefore agrees notwithstanding any other confidentiality obligations under the Agreement that SAP may disclose Customer’s, its affiliates’ and/or other entities’ using the Cloud Service full legal entity and contact details to AWS before Customer, its affiliates and/or other entities using the Cloud Service may use the Cloud Service. Customer shall provide SAP with the full legal entity and contact details of its affiliates and/or other entities using the Cloud Service in due course after signing the Agreement.
6. CUSTOMER AUDITS
AWS engages external auditors to verify the adequacy of its security measures, including the security of the physical data centers from which AWS provides its services. This audit will result in the generation of an audit report (“Report”).
SAP will make the Report available to Customer or Customer’s supervisory data protection authority upon Customer’s request. Customer agrees, that (i) each Report is considered confidential information and therefore subject to the confidentiality provisions of the Agreement and (ii) notwithstanding any contrary terms in the Agreement, Customer hereby expressly acknowledges and agrees that AWS shall be deemed a third party beneficiary of, and shall be entitled to directly enforce against Customer, such confidentiality provisions of the Agreement in the event of a breach by the Customer. For the avoidance of doubt, such rights shall be limited to the confidentiality of Reports only. In case Customer has to disclose a confidential Report to a supervisory data protection authority Customer will inform the authority in writing that the Report is AWS’ confidential information.
7. NO EU ACCESS ONLY/DATA CENTER LOCATION
In deviation to the EU Access Section of the Schedule, the EU Access Only option is not available for the Cloud Services as AWS deploys a global support model which cannot be limited to the EU/EEA only. However, unless otherwise agreed, any Customer data will be stored within AWS’ EU data centers regions (currently located in Ireland and Germany) if AWS is used as a direct data processor of SAP.
8. TECHNICAL AND ORGANISATIONAL MEASURES
Appendix 2 to the Schedule and the standard contractual clauses shall be changed as follows:
a. In deviation to the sixth bullet point of Section 1.2, AWS applies anti-virus software at all access points to their systems.
b. In deviation to the second sentence of the seventh bullet point of Section 1.2 AWS (i) personnel connect to the AWS network using SSH public-key authentication through a bastion host hat restricts access to network devices and other cloud components and (ii) is using complex passwords.
c. In deviation to the fifth bullet point of Section 1.3 the following applies to storage device decommissioning by AWS: when a storage device has reached the end of its useful life, AWS procedures include a decommissioning process that is designed to prevent customer data from being exposed to unauthorized individuals. All decommissioned magnetic storage devices are degaussed and physically destroyed in accordance with industry-standard practices.
d. In deviation to Section 1.4 AWS’s services do generally not envisage the physical transport of data carriers.
9. MISCELLANEOUS
Save as set out herein, all other terms and conditions set out in the Schedule remain in full force and effect. If there is any conflict between any of the provisions of this Addendum and the Schedule, the provisions of this Addendum shall prevail.
