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Last update: May 2, 2010

PLEASE READ THIS CUSTOMER AGREEMENT CAREFULLY; IT IS A BINDING CONTRACT.

This Cirrus SAP Cloud Computing Solution Customer Agreement ('agreement') is a binding agreement between Cirrus Services AG, Switzerland and you and, if applicable, the company or other legal entity you represent (collectively, 'You'). This agreement incorporates by reference the privacy notice, the service level agreement (SLA) and price list posted here.

If you are concluding this agreement on behalf of a legal entity, you confirm with your signature to be authorized to conclude such an agreement on behalf of the respective legal entity.

By clicking the 'Accept' button for this agreement or accepting any modifications to it in accordance with the chapter 'Modification of this Agreement', you agree to be bound by the terms and conditions of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you confirm that you have the legal authority to bind the legal entity to this agreement, in which case 'You' shall mean such entity. If you do not have such authority, or if you do not agree to the terms and conditions of this agreement, you must select the 'Decline' button and you may not use our services.

This agreement consists of the following sections:

This agreement also includes the current user documentation of the Cirrus SAP Cloud Computing Solution published on the Library, the current service level agreement and the current price list published on this webpage.

This agreement, the user documentation and the price list may be subject to modifications.

The advanced Signup for the usage of your own SAP systems license includes a customer declaration, which is to be filled out and signed by hand in a separate document.

Ownership of a valid SAP license agreement is a mandatory requirement for the access to SAP systems through the Cirrus SAP Cloud Computing Solution ('Cirrus SAP CCS'). You have to declare this by filling out a separate 'customer declaration' document and sign it by hand.

You agree to make specific information available to us regarding the licensed SAP software ('Customer Declaration').

You expressly authorize us to pass over such information to SAP (Switzerland) Inc. and/or any other member of the SAP group within Switzerland or abroad.

You are furthermore acknowledging that SAP may measure usage on the affected system (specifically in case of productive systems).

The choice of Cirrus SAP CCS, its operation and the results achieved therewith are solely your responsibility and the Cirrus Group may not be made liable for any consequences resulting from your reliance on information received herein.

Description of included Services

Cirrus SAP CCS is providing SAP platforms – based on different pre-installed templates – for customer’s usage (incl. self-management) in a virtual data center (Cloud). The customer may cover non-critical SAP platforms such as prototype, evaluation, instruction, testing and demo systems with cloud services.

The customer is accessing this solution, at his own risk and for remuneration, through an interface on the Internet.

The continuously updated collection of provided SAP standard application templates are based on the operating system Linux. It currently contains the following standard templates based on SAP NetWeaver Release 7.0 (or higher), which are provided to customer - without any warranties - in the Public Repository

Cirrus Services AG is offering to enable the following services as executed by the customer:

More detailed instructions in regards to the individual services can be found in the document 'User Documentation – Cirrus SAP Cloud Computing Solution', albeit such document shall not be deemed to include any warranted characteristics.

Rent a SAP DEMO License

If you want to rent a SAP DEMO License form us, you are granted the non-exclusive, non-transferrable right of limited use of a SAP DEMO System License for up to 25 SAP users, including a SAP developer user key, until you remove your created SAP-platform.

The SAP-platforms may only be used on the Cirrus SAP Cloud Computing Solution and only for the following internal purposes:

Any productive use or preparation for productive use is expressly excluded from this right of use.

Furthermore, any use has to comply with the SAP license terms known to you. By accepting this agreement you confirm having knowledge of the license terms.

Excluded Services

The following non-exhaustive list of services is excluded from the Cirrus SAP Cloud Computing Solution:

  1. Problems after manipulation on programs and files required by the self-management services
  2. Introduction of viruses
  3. Excess of the provided storage capacity. 

Optional Services

The customer may acquire the following optional services, subject to separate reimbursement:

1. Additional services and tools:

2. Additional support by Cirrus Consulting AG:

You expressly agree that we may change this agreement and the incorporating documents (service level agreement and price list) at any time. We shall inform you about such changes at least 30 days before they are entering into effect by e-mail to the e-mail address provided by you at registration. By the continuous usage of the Cirrus SAP CCS Services you agree to the changes to this agreement or the Service Level Agreements or price list respectively.

By accepting this agreement (which includes the specified incorporating documents), the Cirrus SAP CCS agreement and its incorporating documents are entering into force and shall remain effective until terminated by you or us.

You may terminate the Cirrus SAP CCS agreement and its incorporating documents at any time, without having to state any reasons, with 30 days notice by written notice to the address specified by us. In order for the termination to become effective, you will have to remove all platforms created by you. We may also terminate the Cirrus SAP CCS agreement and its incorporating documents at any time, without having to state any reasons, with 90 days notice by written notice to the address specified by you.

Until the effective termination of the Cirrus SAP CCS agreement, you will have to pay the remuneration for any services provided to you.

We reserve the right to immediately suspend or terminate the Cirrus SAP CCS agreement at any time after giving you written notice pursuant to chapter 'Notices'.

Reasons for an immediate suspension or termination of the service agreement particularly include: 

This list is not exhaustive.

Subject to your acceptance and compliance with the Cirrus SAP CCS agreement as well as with your remuneration obligations, we are granting you a limited, non-exclusive and non-transferable access to the Cirrus SAP CCS services in compliance with the terms and conditions of this agreement and its incorporating documents.

You acknowledge that access to Cirrus SAP CCS or usage of Cirrus SAP CCS services may be interrupted at any time, even if such interruption was not scheduled or announced, without any rights to compensation. It is within the nature of internet services that such interruptions may occur due to a variety of reasons. We will inform you, as possible, by e-mail or by announcement on this webpage about incidents and any planned or performed remedies.

Since data security of your data (Content) is not part of Cirrus SAP CCS, we recommend that you perform regular backups and downloads of your data.

We aim to keep your data secure, but we are not able to guarantee access protection to your data due to the realities of the Internet. Accordingly, you acknowledge being solely responsible for the proper security, protection and downloading also backup of your content. You shall not be entitled to any compensation for damages in case of data loss.

You hereby commit yourself to pay the remuneration pursuant to the valid price list as calculated based on your actual usage of Cirrus SAP CCS.

The charging will be done in USD. The invoice may be issued, at your option, in USD, EUR or CHF. You are able to change the selected currency for invoicing at any time through the Cirrus SAP CCS Management Interface. The exchange rate will be adjusted monthly based upon the specification of the Swiss Federal Tax Administration (middle rate of foreign currencies).

Any prices listed there are not including VAT. Any applicable taxes and levies will be listed and charged separately.

Payment is due by credit card or within 10 days of receipt of the invoice and shall be made without any deductions.

The price list may be modified by us at any time in accordance with the provisions contained in chapter ‘Modification of this agreement’.

Provisions in regards to service credits in case of unavailability of Cirrus SAP CCS services caused by us are specified in the SLA.

An overview and the details regarding the incurred costs are available to you via Dashboard Accounting in the Cirrus SAP CCS Management Interface.

By accepting this agreement you are granted the access rights to a limited usage of SAP CCS according to the provisions contained herein. All intellectual property rights of Cirrus SAP CCS remain with us. You acquire no rights whatsoever to the services, technology, software or trademarks.

You shall retain any pre-existing rights to settings and data that you collect on the platforms created by you (SAP systems).

This agreement and its incorporating documents contain confidential and/or legally protected information of Cirrus Services AG. Any duplication or disclosure of the agreement – or extracts thereof – is only allowed in regards to the performance of this agreement, unless we give you our express and written consent.

You warrant and guarantee not to use Cirrus SAP CCS in any way breaching the rights of Cirrus Services AG or any third party, particularly SAP (Switzerland) Ltd.

You guarantee to possess all required rights and licenses, namely SAP licenses, that allow the legitimate usage of Cirrus SAP CCS.

You assume the responsibility to properly register all requested Cirrus SAP CCS platforms (SAP systems) with SAP by obtaining SAP license keys and to transfer such licenses independently to the respective Cirrus SAP CCS platform (SAP system).

You guarantee that the information provided by you at registration are truthful and that you are at least 18 years old and fulfill any legal requirements to conclude this agreement in a legally binding manner.

We shall not be liable for any damages resulting in connection with this agreement, such as the usage of Cirrus SAP CCS. Particularly, we shall not be liable in case of interruptions of the services or data loss. Any further liability provided by mandatory law in case of gross negligence or intent shall remain reserved.

Jurisdiction for any conflicts arising from this agreement shall be Berne, Switzerland. This agreement shall be governed exclusively by Swiss law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are expressly excluded.

General notices to this agreement affecting all customers (inter alia changes to this agreement or to the prices) shall be published on this website or announced to the customers by e-mail notification.

Notices in connection with this agreement only affecting you or your account shall be sent to you to the e-mail address provided by you at registration or at a later date in case of a change of your registration data. It is your responsibility to provide a valid e-mail address at any time.

For notices from you to us, the following shall apply:

If a problem in connection with the usage of Cirrus SAP Cloud CCS occurs, you shall issue a Problem Request (see the document 'User Documentation – Cirrus SAP Cloud Computing Solution').

We aim to resolve the problem in accordance with the agreements contained in the service level agreements (SLA).

Notices other than Problem Requests can be directed at the following addresses:

support(at)sapcloudcomputing.com

and/or to

Cirrus Services AG
Hodlerstrasse 16
CH-3011 Bern
Switzerland

Notices have to be written in English.

(c) 2010 Cirrus Group. All rights reserved.

 

Cirrus Services AG
Hodlerstrasse 16
CH-3011 Bern

Phone: +41(0)58 455 0 440
Fax:     +41(0)58 455 0 441

http://www.cirrus-group.com


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