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SAP ARIBA SPOT BUY™ Program (V.1.2. Sept 7, 2018)
1.0 Program Overview Spot buy capability (spot buy) is a capability of the SAP Ariba procurement solutions (Buying, Buying & Invoice and Catalog) designed to make it easy to find and buy items separate from the existing contracted corporate catalogs. SAP Ariba is providing content for this capability by enabling a program offering an ecosystem of supply for non-contract goods (the Program). Buyer and Supplier participation is established via respective Agreements between SAP Ariba and the Buyer or Supplier entity. Buyers further agree to the terms and conditions of their selected regional marketplace and the Transaction rules the Ariba Network Direct Supply Market. SAP Ariba Network registered Suppliers are integrated via their respective participation Agreements and can participate in the regions where SAP Ariba Spot Buy is currently available to Buyers. Buyers that utilize the spot buy capability will provide their employees with a new catalog user experience within the SAP Ariba procurement solutions, enabling visibility and control over a category of spend (non-sourced/non-contracted or spot buy) that may have previously been difficult to find or manage. This new capability comes with the SAP Ariba cloud procurement solutions (Buying, Buying & Invoice and Catalog) as the “Spot Buy Catalog.” The content of the Spot Buy Catalog is turned on after a buyer accepts the Spot Buy Buyer Program agreement and subject to regional availability and takes other steps outlined below. This content is then delivered from the SAP Ariba Spot Buy Program ecosystem of suppliers and marketplaces based on the controls and filters set by the buyers and sellers who are participating in the program. 2.0 Steps for Participation
Further Information for Suppliers: SPOT BUY Further Information for Buyers: SPOT BUY
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Program Description V.1.2. Sept 7, 2018 LEGAL: The SAP Ariba Spot Buy Program is subject to change. See the SAP Ariba Spot Buy Program Terms below for more important information regarding participation. |
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V.1.2. Sept 7, 2018
SAP Ariba Spot Buy Program Terms for Buyers
SAP Ariba Spot Buy Program. The SAP Ariba Spot Buy Program is a program managed by SAP Ariba to make more content available to customers of the SAP Ariba Procurement Packages and SAP Ariba Spot Buy Catalog. It is not part of the SAP Ariba Cloud Services but the content may be accessed through certain SAP Ariba Cloud Services during the Subscription Term. If Customer elects to participate in the SAP Ariba Spot Buy Program and is a current subscriber to an SAP Ariba procurement solution that includes this capability pursuant to a valid Order Form (including the SAP Ariba Cloud Services Supplemental Terms incorporated therein) referencing these terms, the following terms shall apply to Customer’s participation:
a) Sources of Supply. The SAP Ariba Spot Buy Program enables various Sources of Supply to offer Spot Buy Supplies to customers via the Spot Buy Capability (the “Program”), as further described in the program materials (made available at https://connect.ariba.com/AribaSpotBuy )(the “Program Site”). “Spot Buy Supplies” means non-contracted (not part of a catalog negotiated between a buyer and supplier) goods. “Source of Supply” means either (i) an online marketplace provided by an SAP Ariba partner that enables purchasing from multiple vendors and joins the Spot Buy Program (a “Partner Marketplace”); or (ii) an Ariba Network registered supplier that has agreed to and satisfies the requirements to participate in the Ariba Network Direct Supply Program (also called the “Ariba Marketplace”) to provide Spot Buy Supplier in one or more regions (an “Ariba Marketplace Supplier”). Access to Spot Buy Supplies from a Partner Marketplace requires a customer to establish and maintain an account on that Partner’s system.
IMPORTANT: SAP Ariba does not guarantee participation of any minimum number of Sources of Supply in the Program and regional availability is limited. The Program may be made temporarily unavailable, or a specific Source of Supply may be removed from the Program, at any time at SAP Ariba’s discretion based generally upon third party participation or regulatory requirements, provided that SAP Ariba will endeavor to provide advance notice of such changes to enable Customers to seek alternate sources of supply as necessary. Ariba does not provide customer support related to fulfillment, payment, or shipment for the SAP Ariba Spot Buy Transactions. SAP Ariba is not responsible for the content or pricing related to Spot Buy Supply and their listings of goods or services. The Ariba/SAP contractual commitments related to privacy and security of data do not apply to the systems of the Partner Marketplaces or Ariba Marketplace Suppliers nor to Customer Data once it is transferred to such parties in the course of any SAP Ariba Spot Buy Transaction.
b) Participation Process and Applicable Terms. To take advantage of the Program, as it may become available in countries in which Customer operates, Customer must take the steps outlined in the Program Site, Ariba Cloud Service or the documentation with regard to the available Sources of Supply that are selected by Customer.
In using Spot Buy, Customer has a separate commercial relationship with each of (a) SAP Ariba (pursuant to the Order Form), and (b) the applicable Source of Supply (pursuant to the Marketplace Terms and/or Terms of Sale).
c) The Spot Buy Feature. Access to the SAP Ariba Spot Buy Program is provided through an optional capability for certain Procurement Packages that Customer may elect to use in conjunction with Customer’s subscription to such Procurement Package and is described in the most current version of the Documentation (the “Spot Buy Capability”). For the SAP Ariba Spot Buy Catalog, the Spot Buy Capability is automatically enabled but Customer elects which Sources of Supply to receive. Customer acknowledges and agrees that the ability to transact with a Source of Supply using the capability is contingent upon Customer’s participation in the Program and fulfillment of its responsibilities and obligations applicable to the Program.
d) Regional Domestic Buying and Availability. The Program enables domestic purchases only (meaning, the Authorized User purchasing the Spot Buy Supply and the Source of Supply shipping the Spot Buy Supply must be physically located within the same country) and availability is on a country-by country basis (regional availability can be viewed on the Program Site). For purposes of the Program, the location of an Authorized User is determined by the ship-to-address associated with such Authorized User in use of the spot buy capability. If no Source of Supply is available in the country or region in which an Authorized User is located, no Spot Buy Supply will appear to the User using the capability.
e) “SAP Ariba Spot Buy Transaction” means the end to end purchasing process whereby an order is created by Customer’s Authorized User to purchase Spot Buy Supply using the Spot Buy Feature, such order is transmitted to the Source of Supply for fulfillment via an SAP Ariba Network account managed by SAP Ariba that is designed to send and receive such information (“Ariba Network Spot Buy Account”), and payment is made to the Source of Supply, depending on the payment approach available for a Source of Supply and Customer’s configuration options. For clarity and avoidance of doubt, SAP Ariba Spot Buy Transactions are not part of the Supplier Membership Program. For each SAP Ariba Spot Buy Transaction, Customer (i) agrees to allow SAP Ariba to receive information regarding Spot Buy Supply from the Partner Marketplace(s) that Customer enables, and any Seller Ariba Marketplace Suppliers, for purposes of displaying for Customer within the Procurement Package(s), SAP Ariba Spot Buy Catalog, or Customer’s SAP Ariba Buyer software solution, as applicable (subject to the content filtering options provided by the Spot Buy Feature); and (ii) instructs that SAP Ariba sending the SAP Ariba Spot Buy Transaction information to the applicable Source of Supply via the SAP Ariba Network Spot Buy Account.
f) Partner Marketplaces. The Marketplace Terms, including any data handling policies, solely determine the rights and responsibilities between Customer and the Partner Marketplace (note that SAP Ariba has no obligation or responsibility as to the Participating Marketplace’s acts or omissions) as to the Spot Buy Transactions submitted to that Partner Marketplace. Support for transactions with a Partner Marketplace, except to the extent directly related to the spot buy capability, is governed by the Marketplace Terms.
g) Ariba Marketplace Suppliers. Ariba Marketplace Suppliers will be listed in the user interface associated with the Spot Buy Capability along with the images and descriptions of Spot Buy Supply offered by such Ariba Marketplace Suppliers (the “Ariba Marketplace Supplier’s Content”). SAP Ariba offers a way for Customer’s to stop allowing purchases from a specific Source of Supply. By choosing to purchase from a Ariba Marketplace Supplier’s Content, Customer is agreeing to purchase according to the Transaction Rules. Customer grants SAP Ariba the right to communicate to Ariba Marketplace Suppliers that Customer has elected to view the Ariba Marketplace Supplier’s Content via the spot buy capability. SAP Ariba does not guarantee that any Ariba Marketplace Supplier will actually agree to do business with the Customer and thus an order may be rejected after being submitted using the capability. Customer acknowledges that SAP Ariba is in no way liable for (i) Customer’s decision to receive Spot Buy Supply from any Ariba Marketplace Supplier, (ii) managing the contracting process between Customer and any Ariba Marketplace Supplier, beyond transferring the SAP Ariba Spot Buy Transaction information and requiring agreement to the Transaction Rules by the participants before allowing participation, (iii) managing the ongoing business relationship or any dispute resolution between Customer and any Ariba Marketplace Supplier, nor (iv) any indemnification obligations, product liability or other liability arising out of any SAP Ariba Spot Buy Transaction. Product liability between the Customer and any Ariba Marketplace Supplier is governed by the Terms of Sale and subject to the commercial laws applicable to the transaction. Some of the Transaction Rules may not be enforceable in some jurisdictions. SAP Ariba may work with Ariba Marketplace Suppliers to narrow the categories of goods offered on the Ariba Marketplace but does not have a role in selecting products, drafting product descriptions, or setting prices.
h) Confidentiality and Privacy. As between Customer and SAP Ariba, Spot Buy Supply pricing and product descriptions embedded in the content presented when using the capability are Confidential Information of SAP Ariba. If Customer allows its Authorized User(s) to designate an individual person’s name, email, phone number, and/or home address as the ship-to location, Customer hereby instructs SAP Ariba to transmit such personal information to the Source of Supply for the purpose of the SAP Ariba Spot Buy Transaction. Handling of such information by the Source of Supply shall be according to the policies of such Source of Supply and applicable law, just as if such purchase had been made directly from such supplier.
i) Changes. Ariba will announce changes and updates to the Program on the Program Site or within the Spot Buy Capability user interface and, additionally for substantial changes, to Customer’s designated support contacts.
k) Clarification to Definitions. The following distinctions apply to usage metrics that may be applicable to SAP Ariba Cloud Services under the Order Form (or the SAP Ariba Cloud Services Supplemental Terms and Conditions):
l) General. No deployment, configuration or Consulting Services are included as part of the Program. The Order Form for the applicable SAP Ariba Cloud Service will address deployment services, if any. Except as modified above, all other terms and conditions of the Order Form between Customer and SAP Ariba (or SAP SE affiliated company or authorized reseller of the SAP Ariba Cloud Services), and/or the governing agreements referenced therein, shall remain unchanged and in full force and effect. All capitalized words not defined herein shall have the meaning set forth in the Order Form which references these terms.
V.1.2. Sept 7, 2018