Terms and Conditions

1. Provider

Vendor Date Hub is provided by:

These Terms apply to business customers only.

2. Contract structure

The contractual relationship for VDH may consist of these Terms, an Order Form, commercial proposal, Statement of Work, service description, Data Processing Agreement, Support or Service Level Agreement, and any other document expressly incorporated into the agreement.

Where documents conflict, individually negotiated terms in an Order Form, proposal or Statement of Work take precedence over these general Terms.

SAP SE and its affiliated companies are not parties to the agreement between Frontino IT Consulting GmbH and the customer unless expressly stated otherwise.

3. Vendor Date Hub

VDH is a supplier confirmation management solution designed to automate and control procurement processes around SAP environments.

Depending on the agreed scope, VDH may process supplier confirmations received through email, supplier portals, EDI and other structured channels; interpret free-text communications, PDFs and spreadsheets; process multiple languages, purchase orders, partial confirmations and reconfirmations; validate information against SAP data and business rules; provide buyer review and exception management; offer dedicated supplier portals; automate supplier follow-up; learn from recurring buyer decisions; reconcile confirmation information with SAP; maintain audit trails and history; and provide supplier confirmation analytics.

The exact functionality, integrations, deployment architecture, environments, volumes and services included for each customer are defined in the applicable commercial agreement.

4. Commercial models

VDH may be offered under different commercial models depending on the customer's requirements and deployment architecture.

These may include a one-time software or deployment fee, a recurring subscription, an initial implementation fee combined with recurring software or service fees, or another commercial model agreed between Frontino and the customer.

A one-time commercial model does not automatically include unlimited future support, maintenance, upgrades, hosting or additional development unless these services are expressly included in the applicable agreement.

A recurring model may include software access, hosting, maintenance, updates, support or other managed services according to the applicable edition or Order Form.

The applicable commercial model, contract duration, renewal conditions and included services are always those specified in the customer's Order Form, proposal or Statement of Work.

5. SAP Store pricing

Prices displayed on SAP Store apply only to the scope expressly described in the corresponding edition or sample package.

A SAP Store price should not be interpreted as a fixed price for every VDH implementation.

Customer-specific requirements such as additional integrations, environments, companies, countries, organizational structures, custom developments, migration activities, advanced support, additional productive tenants or other project requirements may result in a different commercial proposal.

Where SAP Store presents a sample package, it represents a defined reference scenario and does not replace a customer-specific assessment where additional scope is required.

6. Implementation and onboarding

VDH implementations may require configuration, SAP integration, onboarding, testing and other professional services.

These activities may be included in the initial price or contracted separately depending on the commercial model.

Implementation timelines depend on the agreed scope and on the customer's timely provision of system access, technical information, contacts, decisions, test data, SAP configuration and required infrastructure.

Delays caused by missing customer dependencies may affect agreed delivery dates.

7. Deployment models

VDH may be provided as a Frontino-managed cloud service or deployed using another agreed architecture, including customer-specific SAP BTP environments where appropriate.

The selected deployment model will be described in the applicable Order Form or technical documentation.

The commercial model and the technical deployment model are independent. A cloud-based VDH deployment does not necessarily require a recurring SaaS commercial model, and a recurring service may include customer-specific infrastructure or environments.

8. Customer SAP landscape and prerequisites

VDH is designed to integrate with SAP landscapes using supported SAP interfaces, APIs, events and integration technologies.

The customer is responsible for providing and maintaining the SAP licenses, entitlements, services, connectivity and technical prerequisites required for the agreed deployment.

Depending on the architecture, required components may include SAP Integration Suite, SAP Event Mesh, SAP Business Technology Platform services, SAP HANA Cloud, identity and authentication services, SAP S/4HANA APIs and communication arrangements, connectivity components, AI services or other SAP technologies.

Not every SAP service is required in every deployment. The applicable prerequisites will be defined during solution design.

9. SAP licenses, infrastructure and consumption costs

Unless expressly included in writing, VDH pricing does not include SAP software licenses, SAP BTP entitlements or consumption, SAP Integration Suite consumption, SAP Event Mesh consumption, database or infrastructure consumption, AI Units, model or token consumption, hyperscaler services, third-party software or customer-side SAP licensing costs.

Required SAP and third-party services remain under the customer's own agreements with SAP or the relevant provider and are billed to or otherwise borne by the customer.

Frontino is not responsible for pricing changes, service limitations, commercial changes or availability changes imposed by SAP or other third-party providers.

10. Customer responsibilities

The customer is responsible for providing accurate configuration and master data, maintaining required licenses and entitlements, managing authorized users and access rights, protecting credentials, validating customer-specific business rules and tolerances, providing appropriate test scenarios and ensuring that its use of VDH complies with applicable laws and internal policies.

The customer remains responsible for its procurement decisions and business processes.

11. Artificial intelligence and automated processing

VDH may use artificial intelligence to interpret supplier communications, extract structured information, identify patterns, assist users and learn from recurring buyer behavior.

AI-generated interpretations and proposals may be combined with deterministic validation rules, configured tolerances, workflow controls and human review.

Unless expressly agreed otherwise, AI components do not independently authorize uncontrolled transactional changes in SAP.

The customer acknowledges that probabilistic AI processing may occasionally produce incomplete or incorrect interpretations. VDH is designed to mitigate this risk through validation, business rules, exception handling and controlled processing.

12. Buyer-learning capabilities

VDH may learn from recurring buyer actions and decisions in order to identify patterns and propose reusable interpretation or processing rules.

Where such functionality is enabled, learned behavior is intended to improve automation and consistency while preserving appropriate governance and deterministic control.

The exact configuration and approval model may depend on the customer's requirements and the version of VDH deployed.

13. Support, maintenance and service levels

Support, maintenance, hosting and service-level commitments depend on the commercial model selected by the customer.

A one-time purchase does not automatically include ongoing support, maintenance, hosting, upgrades or future versions unless expressly stated.

Recurring support or maintenance services may be contracted separately.

Where VDH is provided as a managed or subscription service, the applicable support scope and service levels will be defined in the corresponding Order Form or Service Level Agreement.

Publication of VDH on SAP Store does not itself create a specific uptime guarantee, response time, resolution time or 24x7 support obligation.

14. Updates and product evolution

VDH is an evolving software product and may be updated to improve functionality, security, performance, compatibility, maintainability or regulatory compliance.

Customers with an active subscription or maintenance agreement may receive updates according to the services included in their agreement.

For one-time deployments without an active maintenance or update agreement, future versions, major upgrades or additional functionality may require a separate commercial agreement.

Changes required by SAP APIs, SAP BTP services, third-party platforms, legal requirements or security considerations may require corresponding adaptations to VDH.

15. Security

Frontino applies technical and organizational measures appropriate to the nature of VDH and the agreed deployment.

These may include encrypted communications, authentication and authorization controls, role-based access, logging, traceability, environment separation and secure development and deployment practices.

Customer-specific security requirements that exceed the standard VDH architecture must be agreed before implementation.

16. Data protection

Each party shall comply with applicable data protection legislation, including the General Data Protection Regulation where applicable.

Where Frontino processes personal data on behalf of the customer, the parties shall enter into an appropriate Data Processing Agreement where required.

The customer remains responsible for determining the legal basis for personal data uploaded to or processed through VDH.

Further information is available in Frontino's Privacy Policy at:

https://frontinoit.com/privacy

17. Customer data

The customer retains its rights in data supplied to VDH or generated from its business processes.

Frontino may process Customer Data only as necessary to provide, operate, secure, maintain and support the contracted services, subject to the applicable agreement and data protection requirements.

Frontino does not acquire ownership of the customer's purchase orders, supplier communications, transactional data or business records.

18. Data portability and service transition

Where applicable to the selected deployment and commercial model, customers may request export of their exportable VDH data in a commonly used and machine-readable format, subject to technical feasibility and applicable law.

For managed cloud or subscription deployments, Frontino will provide reasonable assistance with service transition and data portability in accordance with applicable contractual and statutory requirements, including applicable provisions of the EU Data Act.

Additional professional services requested beyond the standard or legally required transition scope may be separately agreed where permitted by law.

Following termination and completion of any agreed data retrieval period, Customer Data may be deleted in accordance with applicable retention procedures, legal obligations and backup cycles.

19. Intellectual property

All intellectual property rights in VDH, including its core software, architecture, interfaces, workflows, generic rules, documentation, templates, algorithms, AI-related components, product improvements and reusable technology, remain with Frontino IT Consulting GmbH or its licensors.

Payment of a one-time implementation or deployment fee does not transfer ownership of VDH source code or underlying intellectual property unless expressly agreed in writing.

Depending on the commercial model, the customer receives the rights necessary to use VDH within the scope and duration specified in the applicable agreement.

Customer-specific data and materials provided by the customer remain the property of the customer.

Unless expressly agreed otherwise, reusable components, generic improvements, connectors, methodologies and know-how developed during an implementation may be incorporated into VDH and reused by Frontino without disclosing Customer Confidential Information.

20. Third-party and open-source components

VDH may use SAP services, third-party services and open-source software.

Such components may be subject to their respective terms and licenses.

Frontino will comply with applicable open-source attribution and notice requirements.

Third-party services may evolve independently of Frontino and may require corresponding adaptations to VDH.

21. Confidentiality

Each party shall protect confidential information received from the other party using reasonable safeguards and shall use such information only for purposes related to the contractual relationship.

Confidential Information includes technical, commercial, financial, security, product, customer, supplier and business process information that is identified as confidential or should reasonably be understood to be confidential.

These obligations do not apply to information that is publicly available through no breach of the agreement, was lawfully known before disclosure, is independently developed or is lawfully received from a third party.

22. No guaranteed business outcome

VDH is intended to improve automation, visibility, supplier collaboration, operational control and procurement efficiency.

Frontino does not guarantee specific financial savings, productivity improvements, supplier performance levels, response times, procurement outcomes or KPI improvements unless expressly agreed in writing.

Business results depend on factors including process design, supplier behavior, data quality, SAP configuration, user adoption and customer operating practices.

23. Fees and payment

Software fees, implementation fees, subscription fees, maintenance fees, support fees and professional service fees are specified in the applicable Order Form or commercial proposal.

Unless otherwise agreed, invoices are payable within the period stated on the invoice.

Prices are exclusive of applicable taxes, duties and similar charges.

The customer is responsible for taxes applicable to its purchase except taxes based on Frontino's net income.

24. Suspension

Where Frontino operates or manages the applicable VDH environment, Frontino may temporarily suspend access where reasonably necessary to address a material security risk, prevent unauthorized or unlawful use, protect the integrity of VDH or connected systems, respond to a serious contractual breach or comply with legal requirements.

Where reasonably possible, Frontino will notify the customer and work to restore service promptly.

25. Term and termination

The duration and termination conditions of each VDH agreement depend on the commercial model specified in the applicable Order Form.

Recurring subscriptions may have minimum contract periods and renewal conditions.

One-time deployments may provide continuing usage rights according to the specific license terms agreed with the customer, while support, maintenance, hosting and update services may have separate durations.

Either party may terminate the applicable agreement for material breach where the breach is not remedied within a reasonable cure period following written notice.

Termination does not affect payment obligations accrued before termination.

Where a recurring or managed service ends, the customer's right to use Frontino-hosted services ends following any applicable transition period. Rights relating to customer-hosted or one-time licensed deployments are governed by the applicable Order Form.

26. Warranty and liability

Frontino shall perform its contractual obligations with reasonable professional care.

Nothing in these Terms limits liability where limitation is prohibited by applicable law, including liability arising from intent, gross negligence, injury to life, body or health, or mandatory statutory liability.

For slight negligence, Frontino shall be liable only for breach of essential contractual obligations and, to the extent permitted by law, liability shall be limited to damages that were reasonably foreseeable and typical for the contract.

Additional or customer-specific liability provisions may be agreed in an Order Form, Statement of Work or other contractual document.

27. Compliance and export control

Each party is responsible for complying with laws and regulations applicable to its activities under the agreement, including applicable sanctions, trade and export-control requirements.

The customer shall not use VDH in a manner prohibited by applicable sanctions or export-control legislation.

28. Governing law and jurisdiction

These Terms and the contractual relationship between Frontino IT Consulting GmbH and the customer are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods, to the extent legally permitted.

For business customers, the courts of Munich, Germany shall have jurisdiction to the extent permitted by applicable law, unless otherwise agreed in writing.

29. Changes to these Terms

Frontino may update these Terms where reasonably necessary due to changes in VDH, applicable law, security requirements, SAP technologies or business operations.

Changes affecting an existing contractual relationship will apply in accordance with the amendment mechanism agreed with that customer and applicable law.

30. Contact

Questions regarding these Terms or Vendor Date Hub may be sent to: