1. ORDER FORM AND TABLE OF AGREEMENT
This Agreement (defined below) is a legally binding agreement for a subscription to TwoGo (“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 Form 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”:
Schedule A of this Order Form: TwoGo Supplemental Terms and Conditions (“Supplement”)
Schedule B of this Order Form: Service Level Agreement for SAP Cloud Services (“SLA”)
Schedule C of this Order Form: General Terms and Conditions for SAP Cloud Services (“GTC”)
All components are integral to this agreement. Customer acknowledges it 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.
2. Subscription Term
(a) The Agreement shall be effective as of the recorded time Customer has accepted the Purchase Review and Order Confirmation and will be effective until the end of the term stated in the Order Confirmation, unless Customer is otherwise notified by SAP.
(b) Unless the Supplement states otherwise, the initial Subscription Term and any renewals and extensions will automatically renew for terms equal in length to the immediately preceding term (if that term is thirty-six months or less) or for one year (if that term is longer than thirty-six months).
3. Excess Use. Customer’s use of the Cloud Service is subject to Usage Metrics and their volume stated in the Order Confirmation. Any use of the Cloud Service that exceeds this scope will be subject to additional fees. Fees accrue from the date the excess use began. SAP may invoice and Customer will pay for excess use based on applicable pricing in the Purchase Review.
4. Cloud Service Access and Taxes. 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.
5. Fees and Invoicing. Unless the Supplement states otherwise, fees for the Cloud Service(s) will be invoiced by SAP and paid by Customer in accordance with the Purchase Review and Order Confirmation.
(a) Fee Increases. At the beginning of each renewal term, SAP may increase fees to reflect annual increases in consumer prices or costs. This increase will not exceed the greater of the percentage stated in the most recent consumer price index selected by SAP or 3.3% per annum. The increase is applied on a cumulative, year-over-year basis beginning on either the start of the preceding term or date of last increase, whichever is later. Not raising fees is not a waiver of SAP’s right to do so. SAP may increase fees if Customer elects to reduce the Cloud Service, Usage Metrics or volume for any renewal term.
(b) Payment. Customer will pay to SAP all fees due within thirty days of date of invoice. Unpaid fees will accrue interest at the maximum legal rate. Customer purchase orders are for administrative convenience and not a condition of payment. Payment is not dependent upon completion of any implementation or other services.