Terms and Conditions

GENERAL TERMS AND CONDITIONS SAP EDUCATION SERVICES

SAP Netherlands

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GENERAL TERMS AND CONDITIONS

SAP EDUCATION SERVICES

Date 1-1-2014

These General Terms and Conditions are applicable to all offers and contracts made by SAP Nederland B.V. (‘SAP’) with respect to the Education Services to be provided by SAP on behalf of the Client.

1. Definitions

1. SAP Education: the division of SAP Nederland B.V. (hereafter referred to as: SAP) that is involved in the organization and provision of SAP study and training courses.2. Client:

a customer of SAP Education for the delivery of a SAP Education Service.

3. Student: the actual participant in a SAP Education Service.4. Public Course:

a standard SAP study or training course developed and provided by SAP Education as described and recorded in the prospectus, which is open to the participants specified in section 2.1.

5. Workshop: a client-specific training course developed and organized by SAP Education and exclusively geared to all participants employed by the client.6. Academy:

a study program developed and organized by SAP Education specifically geared to obtaining a certificate.7. E-learning: an online study method developed by SAP Education where the student can follow a course without mediation from an instructor.

8. Online Knowledge Product (OKP): specific product information, which will be made available online by SAP Education.

9. Service: a study program, training course or other Education-related service, such as conducting a Training Needs Analysis or Education Consulting.10. Virtual Live Classroom (VLC):

an online learning environment for following interactive multimedia courses with the aid of a remote Internet connection.

11. Certification exam: a final exam developed by SAP Education to be taken in the training center of SAP the Netherlands.

12. eAcademy: e-learning supported by a live course system for hands-on exercises and additional helpdesk support via e-mail.

13. Recording: a static e-learning that consists of a recorded Virtual Live classroom (VLC) accessible via an online internet connection.

14. Package: a by SAP predefined logical combination of knowledge transfer products (Public Course, VLC, e learning, Recording, Certification exam) that can only be purchased as a bundle at once.

2. Registration

1. Participation in SAP Education study programs and training courses are open to SAP employees,SAP’s clients, official SAP partners, potential SAP clients following SAP's approval, and other companies, institutes and/or individuals following SAP's acceptance thereof. In the case of the delivery of a solutions-related Service that is not yet generally available, SAP reserves the right to apply other criteria.

2. Registration should be effected in writing using the appropriate online registration form, or via the web shop "training.sap.com". Applications made by telephone and/or e-mail will not be handled.

3. The Client will receive an e-mail confirmation of the registration. If a specific Service is not available, the Client will be informed accordingly.

4. For Academies specific or additional terms and conditions may apply. If so than the Client will be informed of this prior to registration.

5. SAP Education reserves the right to reschedule or cancel certain Services based on unforeseen circumstances at the latest possible time.

3. Payment

1. The price for the Service at the SAP Education premises includes the course material, use of the system and lunch.

2. All invoices related to the Services must be paid by the Client no later than 30 days after the invoice date.

3. If the Client does not pay the amount due within the agreed period, the Client will be liable to pay interest at 1% per month on the overdue amount. If, after notice of default, the Client fails to pay the amount due, SAP reserves the right to demand compensation for the administrative and extrajudicial costs it incurs in addition to the total amount due.

4. All moveable property supplied to the Client, including course material and data carriers, will remain the property of SAP up until such time that the Client has paid the amount due. The copyright and any other intellectual property rights will remain vested in SAP at all times.

4. Cancellation

1. The Client may cancel a Public Course and or a Certification exam and or a Workshop 14 calendar days prior to commencement of the event only by sending a written notice of the cancellation. The date on which SAP Education receives the notice of cancellation will be the determining factor in deciding whether a timely cancellation qualifies for discharge from the obligation to pay for the course and or certification exam and or Workshop. Cancellation by digital means will only be valid on receipt of SAP Education’s confirmation per e-mail. In case the notice is received between 14 and 7 working days prior to the event SAP will charge 50% of the price. In case the notice is received in less than 7 days prior to the event SAP will charge the full course price.

2. It is not possible to cancel an Online Knowledge Product (OKP), E-learning, eAcademy or a Recording.

3. In accordance with section 2.1, the Client is entitled to nominate another participant in his/her place at any time, provided that SAP Education is duly informed in writing or by e-mail and that SAP Education confirms this in writing per e-mail. This right does not apply to these Services that require access by means of an online Internet connection.

4. If a Student fails to attend a Service that has been booked, this does not discharge the Client from its payment obligations.

5. Liability

1. It is the responsibility of both the Student and the Client to make sure that the Student has the required level of knowledge or preparatory training to participate in the course.

2. Complaints about Services, irrespective of their nature, should be reported to SAP Education in writing per e-mail within two working days after the Service has ended, stating the reasons.

3. If, following proper notice of default, SAP fails to meet its obligations, SAP’s liability will be limited to the damages suffered by the Client as a direct consequence of the attributable failure. SAP’s total liability is, however, limited to an amount equal to the lowest of the following amounts: € 10,000 or the sum equal to the total amount paid (excl. VAT), ensuing from the amounts agreed with SAP as specified in the contract. The maximum liability applies with deduction of any amounts credited by SAP. Any claims should be submitted by the Client within one year after the event.

4. SAP is not liable for any printing errors or misprints in the course material.

5. Any liability on the part of SAP with respect to trading loss or any other consequential loss, including loss due to loss of profits or lost savings is expressly excluded.

6. SAP Education will hold the Client liable for damage caused to SAP properties or SAP’s reputation.

6. House rules

1. Students participating in a course at the SAP Education premises must observe the house rules set out by SAP Education. The house rules are specified in Annex 1 to the General Terms and Conditions for SAP Education.2. SAP Education reserves the right to exclude or remove Students from Services, stating its reasons.

7. Intellectual property and confidentiality

1. All intellectual property rights with respect to the works published and made available by SAP which in any event include copyrights and trademark rights, are exclusively invested in SAP and/or its affiliated companies.

2. No part of the works published or made available by SAP Education may be reproduced, stored in an automated data file, or published in any form or manner – electronic, digital, mechanical, photocopying, recording, or otherwise, nor may it be used within the institute or organization where the Student is employed.

3. Within the meaning of section 7.2, the term ‘works’ is understood to mean, among other things, texts, readers, books, documents, digital files, and files from SAP Education’s digital learning environment.

4. The Student is obliged to treat as confidential all information and documentation made available to him/her within the scope of the course he/she is following.

5. SAP Education reserves the right to implement changes in the course material, course content and composition thereof without prior notice and without giving reasons, if developments give cause for it to do so.

8. General

1. SAP is not obliged to comply with any obligation if this is not reasonably possible as a result of fire, flood, strike actions, industrial conflict, illness, government measures or any other reason beyond its control.

2. The contracts concluded between SAP and the Client are governed by Dutch law. In the event of disputes, the parties will endeavor to agree on a settlement. If this is not possible, the dispute will be submitted to the competent court in Den Bosch.

Annex 1 to the General Terms and Conditions for SAP Nederland B.V. concerning the delivery of Education Services.

SAP House Rules

General

The instructor is the student’s first point of contact with regard to SAP Education’s house rules. The student will be expected to observe the instructor’s instructions and that any departure from these rules will be discussed with and recorded by the instructor in advance.

SAP building

The training course will be held in the SAP Training Center, Amerikastraat 10 in Den Bosch. Students attending the course should report to the SAP Education’s reception desk, to the immediate left after the main entrance to the SAP building.

Reception/information desk

The reception desk is open daily from 8:30 a.m. – 3:30 p.m. The course material will be issued from this point on commencement of the course. Students can also report here for course advice, advice on follow-up training courses, or to use the fax machine and for general enquiries.

Monitors

During the course, the course classrooms will be indicated on monitors.

Announcements for the students will also be displayed on the monitors.

Course material

The course material will be issued by the SAP Education reception desk at the beginning of the first day of the course. Writing paper and writing materials will be available for each student in the classrooms.

Lunches

As SAP Education’s guest, a complementary lunch is provided in our restaurant.

Breaks and course times

It is prohibited to eat and/or drink in the classrooms.

Breaks will be planned into the course at regular intervals. Free coffee and tea will be available in the coffee corner on the ground floor.

Students will be expected to observe the start and end times of the course and break and lunch times as these are communicated by the instructor at the beginning of the training course.

Cell phones

Trainees will be expected to turn off their cell phones during the training course as ringing phones can cause disruption. If this is not possible or desirable, please discuss this with the trainer before the course commences.

Smoking

Smoking is only permitted in the designated blue smoking area.

Toilets

The toilets are located on the ground floor, opposite the escalator.

Alarm

In the event that the fire alarm goes off, everyone must leave the building immediately via the nearest emergency exit. The instructor’s instructions must be followed.

In the event of a fire, do not under any circumstances use the elevator!

Equipment and workplace

The students will be expected to keep their workplace in the course classroom tidy.

Our course classrooms are equipped with expensive apparatus. We therefore kindly request you to handle the available facilities with care.

If any technology-related problems arise, the student is not permitted to rectify these him/herself. If this is the case, SAP Education reserves the right to hold the student liable for any damage arising from such action. If problems arise, report this to the instructor.

At the end of the course day, the student must leave the ID login card behind in the classroom. In other words, this may never be taken home.

Taxi

To order a train taxi, call 073 6141410.

The taxi company can be reached on: 073 6312900.

It is also possible to order a taxi via the reception desk.

Other

SAP Nederland B.V. cannot be held liable for damage and/or loss of any property belonging to students.

COMMERCIAL TERMS & CONDITIONS LEARNING HUB PUBLIC EDITION1. General Terms and Conditions

 Customer shall ensure that any person or entity that accesses the services under Customer’s account complies with the terms of this Agreement and Customer shall be responsible for any breach by such person or entity as if it was Customer’s own breach

 SAP is responsible for the maintenance (as outlined under this Exhibit B) and availability of the SAP Learning Hub Public Edition throughout the Access Term of this Agreement, see section 5.0 for details.

 SAP shall integrate Customer’s SAP Learning Hub Public Edition with a content delivery network (CDN). However, it is imperative that Customer ensures that their users have access to adequate Internet bandwidth to eliminate performance issues.

2. SAP Learning Hub Public Edition Content

 SAP Learning Hub contains the following content repositories
- Participant handbooks of the SAP Education Global Master Curriculum (GMC) in a secured Flipbook format
- eLearning titles in streamed browser-based format
- Online Knowledge Products (OKPs) of the Ramp-up Knowledge Transfer program containing delta knowledge (various formats, e.g. PDFs, audio books, simulations)

 All SAP Learning Hub content is available in English language only.

 SAP Learning Hub content is updated once a month with all new and/or updated content that has become publicly available during that month

 Older versions can be removed from SAP Learning Hub at SAP’s discretion; old releases can be removed after 6 months of availability of new release.

 SAP is responsible for the online provisioning and rendering of the content in digital format.

 Any forms of offline usage, e.g. copies on local drives, printing of content, are not allowed, supported by SAP and will be disabled where possible.

 The library content cannot be modified.

3. SAP Learning Hub Public Edition Access Term

 The Access Term for the SAP Learning Hub Public Edition will be 12 months from the date of Delivery (the "Access Term").

 Customer can extend or renew the access agreement in one (1) year increments via a new contract.

 Customer can purchase additional SAP Learning Hub Public Edition users at any time pursuant to SAP’s then current pricing

 Access will not be granted before payment has been received.

 Notwithstanding SAP’s right to terminate under Section 5 of the Agreement and in addition to any other remedies available to SAP, in the event of (i) any material breach of the Agreement which poses an imminent threat to the SAP systems or software or (ii) a determination by SAP that continued use of the Services may result in harm to the SAP systems or other SAP Customers, or result in a violation of applicable law, regulation, legal obligation or rights of any third party (iii) any materials provided by Customer violate the rights of any third party, SAP will have the right to immediately, in SAP’ sole discretion, (i) terminate the Services (ii) deactivate Customer’s user name(s) and password(s) and/or (iii) suspend access to the Services and (iv) remove any content or data of Customer in the Services for such period as SAP deems necessary to prevent such harm or violation.

 Upon the effective date of termination (i) Customer’s access to Services will be terminated, and (ii) Customer shall return all SAP content in its possession Customer data may remain on the CDN network for up to one (1) week following the deletion from SAP Learning Hub Public Edition.

 Customer data shall be deleted after termination of this Agreement.

4. SAP Learning Hub Public Edition Support

 Customer is responsible for the internal rollout and usage.

 SAP provides level 1 support, incl. all "how to questions", to all user issues to confirm that an issue actually does exist.

 SAP provides level 2 technical support for the SAP Learning Hub Public Edition and the SAP content therein

 SAP will not provide support to users seeking advice and recommendations on learning needs and suitable learning content recommendations. All user inquiries relating to content relevance, content recommendations or content fit to their learning needs will be redirected to Customer SAP provides the content AS-IS. SAP AND ITS LICENSORS DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. The Customer is accepting the content AS-IS. SAP will not correct any content that student might find that has got spelling, grammar or any other errors. SAP will compile a list of corrections that will be taken into consideration at the next scheduled update of the respective content.

 SAP’s role in the maintenance and support of Customer’s SAP Learning Hub Public Edition:

 SAP shall provide trouble-shooting services where Customer identifies an issue with portal functionality. SAP shall use reasonable efforts to respond to the issue within 1 Business day, however, additional time may be required to resolve actual technical issues.

 SAP will load new and updated SAP content that falls within the scope of this agreement as it is made publicly available.

 SAP shall maintain course descriptions and catalog entries for the SAP content contained within the portal.

 Where regular maintenance will require down time of the portal, SAP will provide Customer with at least 5 working days notice of any down time.

 SAP shall troubleshoot any delivery issues with the SAP Learning Hub Public Edition solution associated with the CDN

 SAP has the right to and shall announce relevant SAP Education news, e.g. updates on newly uploaded content, news on curricula updates, news on Ramp-Up Knowledge Transfer workshops, updates on content that will be archived, etc. via the SAP Learning Hub Public Edition

5. Customer’s role in the maintenance and support of the SAP Learning Hub Public Edition

 Customer users shall communicate with SAP Learning Hub support team to describe identified issues and provide all requested information for identifying the root cause of the issue to SAP Learning Hub support team

 SAP Learning Hub support team shall communicate with Customer users to identify issues and provide feedback and support to resolve those issues.

6. SAP Learning Hub Public Edition - Service Level

Definitions"Update" means a software patch to any of the software components that constitute SAP Learning Hub Public Edition to correct defects or deficiencies in software or to provide minor modifications that do not substantially change the basic character or structure of SAP Learning Hub Public Edition.

"Production System" means the system on which the live version of SAP Learning Hub Public Edition runs.Items Covered by Support and Maintenance Services

email support for all Customer issues relating to the use of the SAP Learning Hub Public Edition all available fixes or updates for the constituent components of the SAP Learning Hub Public Edition as they become available for general release. Any other support that may be required to maintain the aforesaid service level of 99%.Customer obligation

Customer agrees to provide SAP with all information and materials requested by SAP for use in replicating, diagnosing and/or correcting an error or other problem with the SAP Learning Hub Public Edition reported by Customer.

Contact Methods

Customer may contact SAP to log an error / feedback report and request support and maintenance services by email.

Response Times

Support will be available between 7 AM – 11 PM IST 5 days per week (Monday through Friday) except 12 Indian National holidays. These holidays will be published and made available to the users.

Initial response will be provided within 1 business day of receipt of email from end customer

Support and maintenance services in relation to SAP Learning Hub Public Edition will be provided for the term set forth in this agreement. Any termination of the agreement between SAP and Customer will automatically terminate the support and maintenance services as provided herein.7. SAP Learning Hub Public Edition - Restrictions

 Customer may not interfere or attempt to interfere with the functionality or proper working of the Services in any manner not contemplated by this Agreement.

 Customer may not use the Services for the purpose of any illegal activities including activities that violate anti-spamming laws and regulations.

 Customer may not remove, obscure, or alter any notice of any mark, or other intellectual property or proprietary right appearing on or contained within the Services.

 Customer may not, and may not attempt to, modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services.

 Customer may not, and may not attempt to, reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services.

 Customer may not use, and may not authorize any of its users to use any public software or open source software in connection with the Services in any manner that requires, pursuant to the license applicable to such public or open source, that any software used to provide the Services be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients.

 SAP Learning Hub Public Edition - Ownership
SAP owns all intellectual property rights in the services, course content and materials provided by SAP under this Exhibit B and the Agreement. Customer is not permitted to make any derivative works of the Services or training materials provided under this agreement. The Services and training materials are SAP Proprietary Information.

Last updated on 6 Jan 2014.