Terms for the Supply Chain Finance Service for Suppliers
An Optional Service on the Ariba Network
(REGION: United States, Canada, European Economic Area, Switzerland, Mexico, New Zealand, Australia,
Singapore, Thailand, Hong Kong, Japan and South Africa)
"Your") has agreed in the creation/activation of
Your Ariba Network account, these 'Terms for the Supply Chain Finance Service for Suppliers' ("SCF
Supplier Terms") shall apply with respect to the Supply Chain Finance
Service ("SCF Service") and shall be incorporated into and made part of the Terms (together with
these SCF Supplier Terms, the "Ariba Terms"). The SCF Service is considered
an "Optional Service" under the Terms. Capitalized words used in this SCF Supplier Terms shall
have the meaning set forth in the Terms unless expressly defined below.
- You acknowledge and agree that the SCF Service is provided, collectively, by:
(i) Ariba, Inc. ("SAP Ariba"), headquartered in Palo
Alto, California USA, a subsidiary of SAP SE (Germany)("SAP"), pursuant to Your use of the Ariba Network as described in the Terms (the "Ariba
Services") and the Ariba Terms, as evidenced by Your agreement to 'Enable'
or 'Approve' enrollment in the SCF Service for Suppliers for a specific Ariba Network account;
(ii) PrimeRevenue, Inc. headquartered in Atlanta, Georgia,
USA ("SCF Processor") for supply chain finance processing in the REGION (defined above),
pursuant to an Online Service Agreement with the SCF Processor.
The SCF Service will only be relevant and available to You regarding Your invoices identified by a
buying organization that has (i) subscribed to the Ariba Strategic Payables solution, or successor solution, with
rights to utilize the SCF Service for buyers (each, a "Buyer"); (ii) has established a valid
subscription to supply chain finance services (currently referred to as OpenSci) from the SCF Processor;
and (iii) has an established a Customer Community. "Customer Community" means a
Buyer-controlled group of Suppliers and one or more financial institutions providing the applicable
(each, a "Funder") managed within the SCF Processor's system, to facilitate financing
related to payments due from that specific Buyer.
You acknowledge and agree that, in using the SCF Service, You have a separate commercial
relationship with each of (a) SAP and SAP Ariba (pursuant to the Ariba Terms), (b) the SCF Processor
(pursuant to the Online Service Agreement and any other agreements entered into between the SCF Processor
and You related to the SCF Services (the "PR Agreement(s)" and together with the
Ariba Terms "SCF Agreements");
and (c) the Funders that may offer early payment regarding one of Your invoices as part of the SCF
Services). You agree that SAP and SAP Ariba are not responsible in any way for the SCF Processor's
agreement to contract with You,
the SCF Processor's performance under the PR Agreement(s) or for the performance of any Funder
providing funding payment(s) to you as part of the SCF Services.
- For the avoidance of doubt, any portion of the SCF Service related to the provision of supply chain
finance services, or the facilitation of the process of trading, selling or engaging in other
involving assets such as accounts receivable among Buyers, Suppliers to such Buyers, and Funders for
such transactions, are provided by the SCF Processor and not by SAP or SAP Ariba. Therefore, SAP
and SAP Ariba
shall not be liable to You with respect to any and all costs, liabilities or damages arising or
resulting from the SCF Services. To further clarify, the Ariba Services do not include the debiting
or crediting of bank accounts,
holding funds, offering credit, processing payments or storing Your financial account numbers, funds
or otherwise acting as a payment intermediary, originator, or financier in relation to the SCF
- You may only use the SCF Service with regard to transactions with a Buyer and only with regard to
transactions for legal entities (not individuals) located in the REGIONS as set forth above. Note
that the SCF Service for
a certain jurisdiction may in some instances only allow transactions within its borders. See the
documentation for details. SAP Ariba or the SCF Processor may decide at their discretion to stop
in a specific Region at any time, provided that in-process transactions shall not be affected.
- It is Your sole responsibility to ensure that any and all authorizations, approvals, transaction
data or other information required to enable You to use, and to continue to use, the SCF Service
shall be true, correct and complete
in all respects. Such information shall include but is not limited to (i) Your management of
authorized representatives and user accounts and (ii) data or instructions related to each
transaction to which You are a party.
SAP and SAP Ariba shall not be liable for any damages arising from or related to Your, or Your
organization's employees' or agents', fraud, error or omission, and You hereby release, and agree to
indemnify and hold harmless SAP and SAP Ariba from any and all claims arising from or related to any
such fraud, error or omission.
- You shall not use the SCF Service for any transaction which is (i) not a bona fide, lawful, direct
transaction between You and a Buyer in Your ordinary course of business in a Region or (ii) a
transaction between a Buyer and any other company.
- It is solely within Your control to elect settlement via SCF Service from a specific Buyer and
involving a specific Funder, and You represent and warrant that any persons who authorize receipt of
the SCF Service on Your behalf are duly authorized by You to perform such duties (each, an
"Authorized Person"). You further covenant and agree to promptly notify SAP Ariba and the SCF
Processor if there are any changes with respect to
the persons who are Authorized Persons, including but not limited to any such changes which would
result in Your breach or alleged breach of any term, covenant, condition, representation, warranty
or agreement with SAP Ariba, SAP or any agreement related to the SCF Service. For any actions taken by individuals using Your login
credentials, You agree that SAP and SAP Ariba is entitled to rely on Your representation that such
individuals are Authorized Persons.
SAP and SAP Ariba shall not be liable for any damages resulting from incorrect financing or payment
instructions or transaction data provided by a Buyer in a request by Buyer to initiate a payment to
You using the SCF Services.
- Your use of the SCF Service itself does not trigger any fees from You to SAP or SAP Ariba beyond
what may already due to SAP Ariba pursuant to Your exchange of an invoice document as part of Ariba
Network "Fulfill: Orders and Invoices" service under the Agreement.
Fees may be collected by the SCF Processor in certain circumstances pursuant to the PR
Agreements and SAP or SAP Ariba may receive some compensation from the SCF Processor with regard
to this service.
If SAP Ariba decides to begin charging fees for Your use of this service, SAP Ariba will provide
notice (using email notice to the administrative contact for Your Ariba Network account or notice
provisions set forth in the SCF for Suppliers data sheet),
an update to these terms, and an opportunity for you to stop using the SCF Service.
- Neither the SCF Processor nor SAP Ariba is obligated to resolve disputes between You and other
SCF customers with respect to the transactions for which payments are initiated using the SCF
It is solely the responsibility of You and the other SCF customers with which You deal to determine
the rights, responsibilities and remedies regarding the transactions for which payments are
initiated via the SCF Services,
including but not limited to offer, acceptance, passing of title, examination of goods or any other
matters related to the sale or lease of goods or services.
- You represent and warrant that, as of the date hereof and at all times during Your subscription to
and/or use of the SCF Service, (i) You do not appear on the Specially Designated Nationals and Block
Persons List issued by the U.S.
Department of the Treasury's Office of Foreign Assets Control ("OFAC"); (ii) You are not
designated under any anti-terrorism financing law, which include, without limitation, any law,
rule or regulation in the Region that prevents or prohibits SAP Ariba and/or the SCF Processor
from providing financial services to or entering into transactions with certain designated persons
and entities (collectively, "Sanctions Laws");
and (iii) You are not located in any jurisdiction that is the subject of U.S. economic sanctions,
laws, regulations or orders administered by OFAC (collectively, "U.S. Sanctions Laws") or
Further, You agree not to use the SCF Service in any manner that may cause a violation of any U.S.
Sanctions Laws or Sanctions Laws by SAP Ariba, SAP or the SCF Processor.
- It is solely Your responsibility to determine if the SCF Service will meet Your own particular
legal and regulatory requirements related to invoicing, procurement and the submission and
payments in satisfaction of outstanding invoices.
- In addition to any other indemnities provided for in the Terms or in the PR Agreements, You
agree to indemnify, defend and hold SAP and SAP Ariba and its affiliates, stockholders, directors, employees,
and agents harmless from and against any and all liabilities, judgments, arbitration awards,
claims, demands, losses, damages, costs, expenses and attorneys' fees incurred in connection with
Your use of the SCF Service or Your breach or alleged breach of any term, covenant, condition,
representation, warranty or agreement with SAP Ariba, SAP or any agreement related to the SCF
including, but not limited to the Terms or in the SCF Agreements.
- SAP Ariba reserves the right to modify the technology or amend the services that make up the SCF
from time to time; provided that such modifications or amendments do not materially adversely affect
SCF Services or the obligations of either party under this Agreement. The SCF Service may be
at any time by SAP Ariba upon written notice to You.
You may elect to discontinue the SCF Service at any time by electing to do so in the administration
of Your account on the Ariba Network.
Deactivation of Your Ariba Network account for any reason will discontinue Your rights to use the
- You acknowledge that SAP Ariba may disclose and transfer Your Data or other information
that You or Your affiliated companies
provide through the SCF Service to (i) any company within the SAP SE group of
companies, its affiliates, agents, service providers or
information providers in the performance of the SCF Service; (ii) pursuant to Your instruction,
to the SCF Processor and to affiliates and service providers of the SCF Processor;
(iii) to any other person or entity with Your instructions or consent; or (iv) if SAP Ariba has a right
or duty to disclose or are permitted or compelled to so disclose Your Data or other information by law.
You also acknowledge that during Your use of the SCF Services or by indicating which of Your invoices
are approved for financing or processing through the SCF Services, You are instructing SAP Ariba to
transmit Your Data and certain Personal Information to SCF Processor (including to countries outside
the European Economic Area "EEA"). Any use of Your transmitted Data and Personal Information by SCF
Processor shall be pursuant to the PR Agreement(s) between You and SCF Processor. You hereby grant to
SAP Ariba a royalty fee, worldwide, non-exclusive license to use, reproduce, display and modify (including
modifications to formatting that are required for proper display within the SCF Service) the Data in
connection with the SCF Service for the purposes as contemplated by this Agreement and as provided in
the Ariba Data Policy. To the extent that You provide to SAP Ariba or authorize SAP Ariba to collect any
information about an identifiable individual ("Personal Information") (including Personal Information of
Your employees and representatives), You confirm that You have obtained the consent of each such individual
to provide that Personal Information to SAP Ariba and for SAP Ariba to disclose and transfer that Personal
Information as described in this Section.
You further confirm that You have obtained the consent of each such individual for SAP Ariba to collect, use, disclose and transfer that Personal Information for the purpose of providing
and administering the SCF Services. You agree to notify SAP Ariba in writing promptly of Your knowledge of, and will promptly and
thoroughly respond to, any notices, claims or proceedings that the Data supplied by
You or a user operating on Your behalf contravenes or violates the Digital Millennium Copyright Act,
17 U.S.C. Section 101 et seq., or any other applicable law, as each of such may be amended from time to
Subject to the license granted above, title and all intellectual property rights to Data shall
remain with the transaction participant providing such Data, with ownership of copies of transaction
following standard business practice to facilitate accounting and records for each party to a
- Updates to these SCF specific terms shall be made in accordance with the Terms. By using the SCF
Service after notice of updates, You reconfirm Your agreement with the Terms (to the extent allowed
such reconfirmation is allowed under applicable law).
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Version 1.1 September 16, 2016