ETZ AI Platform Terms & Conditions

1. Definitions

Affiliate: an entity that controls, is controlled by, or is under common control with a party, where control means more than 50% of voting interests or the power to direct management.

Agreement: the Order Form, any Data Processing Agreement, these Terms and the Documentation, together.

AI Output: any content generated by or through the Platform's use of an AI Provider, including explanations, analyses, code proposals and generated artefacts.

AI Provider: the third-party large-language-model service the Customer selects, contracts with and configures the Platform to use (e.g. Anthropic, OpenAI, Azure OpenAI).

Audit Log: the append-only record of Platform tool executions, written to storage or a log platform provided and controlled by the Customer.

Business Day: a day other than a Saturday, Sunday or public holiday in the Netherlands, United States or South Africa.

Confidential Information: non-public information disclosed by one party to the other in connection with the Agreement that is marked confidential or that a reasonable person would understand to be confidential, including the Platform, its Documentation and pricing (ETZ) and system, security and business information (Customer).

Connected SAP System: one SAP system endpoint (base URL) configured in a Platform deployment. The number of Connected SAP Systems per Licensed Subaccount is unrestricted and does not affect Fees.

Data Protection Laws: all laws applicable to the processing of Personal Data under the Agreement, including the GDPR and POPIA.

Documentation: the installation guide, compatibility matrix, security documentation and user documentation ETZ makes available for the Platform, as updated from time to time.

Fees: the amounts stated in the Order Form, per clause 6.

Intellectual Property Rights: patents, copyrights, database rights, trade marks, trade secrets, know-how and all other intellectual property rights, registered or not, anywhere in the world.

Licensed Subaccount: one SAP BTP Cloud Foundry subaccount, identified in the Order Form, in which the Customer runs one Platform deployment.

Order Form: the ordering document (including an SAP Store order or an ETZ quotation accepted by the Customer) identifying the parties, Licensed Subaccounts, Fees, rates and currency.

Personal Data: has the meaning given in the applicable Data Protection Laws.

Platform: the ETZ AI Platform software delivered as private container images (or, under clause 2.3(b), signed tarballs), comprising the chat interface, governed AI runtime and MCP server, together with its Documentation.

Proof of Concept (POC): a time-limited evaluation deployment under clause 7.

Support Hours: 09:00 to 17:00 Central European Time on Business Days.

Term: the subscription period under clause 14.

Update: a new version of the Platform delivered under clause 4.

User: an individual authorised by the Customer to use the Platform through the Customer's identity provider and SAP authorisations.

2. Licence grant and scope

2.1 Grant. Subject to payment of the Fees, ETZ grants the Customer a non-exclusive, non-transferable, non-sublicensable licence for the Term to run the Platform in the Licensed Subaccounts identified in the Order Form.

2.2 Licence metric. The licence is priced and granted per Licensed Subaccount, per year. It is not a per-seat licence and not a per-SAP-system licence: the number of Users and the number of Connected SAP Systems per Licensed Subaccount are unrestricted.

2.3 Permitted use. The Customer may run the Platform on SAP BTP Cloud Foundry in the Licensed Subaccounts; integrate it with the Customer's own AI Provider, single sign-on and audit backend; and expose the Platform's MCP endpoint to the Customer's own authorised LLM clients. Deployment on any other infrastructure (including Kubernetes, Docker, virtual machines or air-gapped environments) is permitted only (a) for a demonstration or POC under clause 7, or (b) under a separate written agreement with ETZ covering deployment, updates and support.

2.4 Restrictions. The Customer must not: (a) redistribute, resell or make the Platform available to any third party; (b) reverse engineer, decompile or repackage the Platform except to the extent a statutory right cannot be excluded; (c) run the Platform outside the Licensed Subaccounts or outside clause 2.3; (d) remove or alter proprietary notices.

2.5 Delivery. Delivery is by access token to ETZ's private container registry. Registry tokens are personal to the Customer and are revoked on termination, on the Customer's request, or on non-payment after the grace period in clause 6.5.

3. Delivery and installation

3.1 ETZ performs the installation. The Platform is installed by ETZ. The installation fee for the initial Order Form covers, for every Licensed Subaccount in that order: verification that the documented prerequisites are met, the installation itself, and confirmation of a working deployment. Each Licensed Subaccount added after the initial order carries its own installation fee at the rate in the Order Form.

3.2 Prerequisites. The Customer provides the prerequisites documented in the installation guide, including: ADT services reachable over HTTPS on each Connected SAP System, appropriately authorised named SAP users, the Customer's AI Provider credentials, and on SAP BTP the required entitlements (XSUAA, Destination, Connectivity), SAP Cloud Connector to on-premises systems, and a bound log drain to the Customer's log platform for durable Audit Log retention. Compatibility of the Customer's SAP release levels (including SAP ECC 6.0) is confirmed against the compatibility matrix in the pre-installation prerequisite check.

3.3 Remediation. If the Customer's landscape does not meet the prerequisites at the agreed installation date, ETZ will notify the Customer; remediation beyond the standard installation scope is chargeable on a time-and-materials basis at the rates in the Order Form, quoted before any work starts.

3.4 Installation condition. It is a condition of ETZ's obligations under clauses 5 (Support) and 11 (Warranty) that the relevant Platform deployment (a) was installed by ETZ, (b) has received Updates as delivered under clause 4, and (c) has not been modified other than by ETZ or with ETZ's written approval. ETZ has no support, warranty or other responsibility for deployments not meeting these conditions, and any work ETZ agrees to perform on such deployments is chargeable on a time-and-materials basis.

4. Updates and maintenance

4.1 Update cycle. ETZ delivers Platform Updates on a recurring 90-day cycle, applied by ETZ directly or via screen share with the Customer's team, during a window agreed in advance. Update application is included in the subscription. ETZ contacts the Customer to schedule each Update before the cycle date; the Customer may contact ETZ at any time to confirm version status.

4.2 Security fixes. Security fixes are not held for the cycle: they are released as needed and recommended for immediate application.

4.3 Versioning. Updates follow semantic versioning: patch releases (security and bug fixes) are recommended for immediate application; minor releases are backwards compatible and applied within the normal cycle; major releases may be breaking and are adopted by mutual agreement at renewal. Released versions are immutable.

4.4 Support condition. Timely application of Updates (at minimum, patch releases) is a condition of support and of the warranty in clause 11. The Customer may defer a scheduled Update by up to thirty (30) days without affecting support.

5. Support

5.1 Channel and hours. The Customer logs support requests at sapproducts@etzglobal.com, providing reasonable detail (what was being done, approximate time, any error shown). Support operates during Support Hours.

5.2 Response commitment. ETZ responds to each support request within twenty-four (24) hours falling within Support Hours. Response means a qualified person has taken up the request and is working with the Customer, not an automated acknowledgement. Response targets are commitments of responsiveness, not of resolution time.

5.3 Remedy. Where a reported fault lies in the Platform, ETZ remedies it at no charge in accordance with the warranty in clause 11. Where investigation shows the cause lies outside the Platform (including the Customer's infrastructure, SAP system changes outside the Documentation, AI Provider issues, or deployments outside clause 3.4), further remediation is chargeable on a time-and-materials basis at the rates in the Order Form, quoted before any work starts.

5.4 No availability commitment. The Platform is operated by the Customer in the Customer's own environment. ETZ does not operate the deployment and gives no availability or uptime commitment. The Platform sits outside the Customer's SAP transaction path: no SAP business process, transaction, interface or batch job depends on the Platform, and unavailability of the Platform does not affect the operation of the Customer's SAP systems.

6. Fees, invoicing and taxes

6.1 Fees. As stated in the Order Form: an annual subscription of EUR 75,000 (or its Order Form currency equivalent) per Licensed Subaccount; a one-off installation fee of EUR 75,000 covering all Licensed Subaccounts in the initial order; and EUR 75,000 per Licensed Subaccount added after the initial order. Time-and-materials work and the POC fee are charged at the rates stated in the Order Form.

6.2 Invoicing. Fees are invoiced annually in advance, directly by ETZ or through the SAP Store as stated in the Order Form. The minimum commitment is twelve (12) months.

6.3 Currencies and entities. SAP Store pricing is quoted in EUR. Agreements are invoiced in the currency of the contracting entity per the Parties clause (ZAR, EUR or USD), fixed in the Order Form at signing.

6.4 Taxes. All Fees are exclusive of VAT, sales, use and similar taxes. The Customer bears all such taxes except taxes on ETZ's income. Where the law provides for a reverse charge mechanism, no VAT is charged on ETZ's invoice and the Customer accounts for it locally. If the Customer is required by law to withhold tax from any payment, the payment is grossed up so that ETZ receives the full Fee.

6.5 Late payment. If undisputed Fees remain unpaid fourteen (14) days after the due date, ETZ may on notice suspend registry access and support until payment, and clause 15 applies to persistent non-payment. Overdue undisputed amounts bear interest from the due date until payment at the statutory commercial interest rate of the contracting entity's jurisdiction or, where no such rate is prescribed, at 1% per month, accruing daily.

7. Proof of Concept

7.1 Scope. On request, ETZ provides a guided POC: ETZ installs the Platform on a development system of the Customer, and the Customer evaluates it for thirty (30) days from the date ETZ confirms the installation is working, against success criteria agreed in writing before installation.

7.2 Fee and credit. The POC fee is stated in the quotation. If the Customer places an order within thirty (30) days of the end of the POC period, the POC fee is credited in full against the installation fee. The POC fee is otherwise non-refundable.

7.3 Terms during the POC. These Terms apply to the POC deployment, including clauses 8 (AI provisions), 9 (data protection) and 12 (intellectual property). Data handling during a POC is identical to production terms: nothing transits ETZ infrastructure.

7.4 End of POC. Unless the Customer places an order, ETZ removes the POC installation cleanly at the end of the POC period; the Customer retains its Audit Log.

8. AI-specific provisions

8.1 Nature of AI Output. The Platform generates content using artificial-intelligence models operated by the Customer's chosen AI Provider. AI Output may be inaccurate, incomplete, or unsuitable for the Customer's purpose, notwithstanding the Platform's built-in controls.

8.2 Human review required. The Customer must ensure that AI Output is reviewed by a qualified person before it is relied upon, deployed, or transported toward production. The Platform's technical controls (validation gates before writes, read-only enforcement on test and production systems, and human-only transport release) support but do not substitute for the Customer's own review and change-management obligations.

8.3 No liability for unreviewed reliance. ETZ is not liable for loss arising from the Customer's reliance on AI Output that was not subjected to the review required by clause 8.2.

8.4 AI Provider relationship. The Customer selects, contracts with, and pays the AI Provider directly; the AI Provider processes data under the Customer's own agreement with it. ETZ is not a party to that relationship and does not warrant the AI Provider's service, availability, or model behaviour. AI Provider usage charges are payable by the Customer to the AI Provider and are not Fees.

8.5 Model and subprocessor changes. Where ETZ changes a default-configured model or introduces a new processing subprocessor within ETZ's sphere of responsibility, ETZ gives the Customer at least thirty (30) days' advance written notice. The Customer may object in writing on reasonable data-protection grounds within thirty (30) days of the notice; the parties will then seek a mutually acceptable solution in good faith, and if none is found before the change takes effect, the Customer may terminate the affected part of the service on written notice with a pro-rata refund of prepaid Fees for that part.

8.6 Regulatory transparency and change of law. The Platform identifies AI-generated content as such within the product experience. ETZ monitors the regulatory environment applicable to AI systems (including the EU AI Act) and, where a change in applicable law requires changes to the Platform or its Documentation, implements them through Updates; where a change in law makes an agreed use unlawful, the parties will negotiate an adjustment in good faith.

8.7 AI Provider data responsibility. The Customer acknowledges that, in the ordinary operation of the Platform, content originating from the Customer's users and SAP systems (including prompts, SAP business data, custom code, error logs and metadata) is transmitted to the AI Provider the Customer has configured, and that this is inherent to the Customer's use of the Platform. As between the parties, the Customer is solely and entirely responsible for: (a) its selection of the AI Provider, model, endpoint and region; (b) every item of data exported, shared with or otherwise made available to the AI Provider through the Customer's use of the Platform, including data exposed by the Customer's own SAP authorisations, system roster and Platform role configuration; (c) the lawfulness of those transfers under Data Protection Laws and the Customer's own contractual, regulatory and confidentiality obligations; and (d) the security of the path to the AI Provider beyond the Platform boundary, including the Customer's network and egress configuration, credential handling, and the AI Provider's endpoints, infrastructure and encryption. The AI Provider processes such data solely under the Customer's own agreement with that provider: the Customer's sole and exclusive remedy for any act or omission of an AI Provider (including its use, retention, disclosure, training on, loss of, or failure to secure such data, and its unavailability or model behaviour) lies against that AI Provider under that agreement. The Customer releases ETZ from, and indemnifies ETZ against, all claims, losses and liabilities arising from data exported to or shared with an AI Provider through the Customer's use of the Platform and from the AI Provider's processing of it, except to the extent caused by the Platform's failure to conform to its Documentation. ETZ gives no warranty or commitment of any kind in respect of the confidentiality, security, integrity or encryption of data in transit to, or held by, an AI Provider.

9. Data protection

9.1 Customer-hosted processing. The Platform runs in the Customer's environment. ETZ has no runtime access to the Customer's SAP systems or data, and the Platform does not transmit Customer data to ETZ. The Platform sends no telemetry.

9.2 Audit Log. The Audit Log is written to storage or a log platform the Customer provides and controls, and remains the Customer's property and responsibility to retain per its compliance requirements.

9.3 Data flows. SAP data processed to answer a user request flows between the Customer's Platform deployment, the Customer's SAP systems, and the Customer's AI Provider, all under the Customer's control and contracts.

9.4 Processing during installation and support. Where ETZ incidentally processes Personal Data on the Customer's behalf during installation, support or screen-share sessions, ETZ: (a) processes it only as needed for the session and on the Customer's documented instructions; (b) keeps it confidential and limits access to personnel bound to confidentiality; (c) applies appropriate technical and organisational security measures; (d) engages no subprocessor for such processing without prior notice; (e) assists the Customer, at reasonable cost, with data-subject requests and regulatory obligations relating to it; (f) notifies the Customer without undue delay of any Personal Data breach concerning it; and (g) deletes it after the session except where retention is required by law. Where Article 28 GDPR or an equivalent provision applies, this clause constitutes the parties' data-processing terms until superseded by a signed Data Processing Agreement, which the parties will execute on either party's request.

9.5 Applicable law. ETZ complies with the Data Protection Laws in its own processing.

10. SAP licensing responsibility

The Platform performs every SAP action under a real, named SAP user of the Customer, within that user's existing SAP authorisations. The Platform does not create shared technical super-users through which unlicensed persons access SAP. The Customer remains solely responsible for its own SAP licence position, including named-user licensing of Platform Users and any indirect- or digital-access consequences under the Customer's SAP agreements. ETZ does not warrant any particular SAP licensing outcome.

11. Warranties and disclaimers

11.1 Limited warranty. ETZ warrants for ninety (90) days from installation and from each Update that the Platform, as installed by ETZ and updated under clause 4, will materially conform to its Documentation. For breach of this warranty, the Customer's exclusive remedy and ETZ's entire liability is, at ETZ's option, repair, replacement, or re-performance of the affected part; if ETZ cannot achieve material conformance within a reasonable period through these means, the Customer may terminate under clause 15.1 and clause 16.3 applies.

11.2 Disclaimers. Except as stated, the Platform is provided without further warranties, express or implied, including fitness for a particular purpose and non-infringement, to the extent permitted by law. AI Output is governed by clause 8, not by the warranty in 11.1.

12. Intellectual property

12.1 ETZ IP. ETZ and its licensors retain all Intellectual Property Rights in the Platform, the Documentation, and all improvements. No rights are granted except the licence in clause 2.

12.2 Customer IP and data. The Customer retains all rights in its SAP systems, data, custom code, and in artefacts generated in its own systems through its use of the Platform, including AI-generated code.

12.3 Open source and feedback. The Platform includes third-party open-source components listed in the NOTICE file delivered with each image; those components remain under their own licences. The Customer grants ETZ a perpetual, irrevocable, worldwide, royalty-free licence to use feedback and suggestions about the Platform without restriction or obligation; feedback never includes the Customer's Confidential Information or data.

13. Usage audit

ETZ may, no more than once per year and on reasonable notice, verify the Customer's compliance with the licence metric. The Customer will provide the Platform's audit log restricted to deployment and system-connection metadata (redacted of content) sufficient to show the BTP subaccounts in which the Platform has run and, per clause 2.3, that no deployments run outside the Licensed Subaccounts. If verification shows deployments beyond the licensed scope, the Customer pays the applicable Fees for the excess use from its commencement plus the then-current Fees going forward, and wilful deployment outside the licensed scope constitutes a material breach under clause 15.1.

14. Term, renewal and price adjustment

14.1 Term. The initial Term is twelve (12) months from the start date in the Order Form.

14.2 Renewal. The subscription renews automatically for successive twelve-month periods unless either party gives notice of non-renewal at least sixty (60) days before the end of the then-current Term. ETZ reminds the Customer of the upcoming renewal approximately three (3) months before the end of the Term.

14.3 Price adjustment. ETZ may adjust the subscription Fee at renewal on notice given with the renewal reminder, by no more than CPI + 3% per annum, applying the consumer price index of the contracting entity's jurisdiction.

15. Termination and exit

15.1 Termination for cause. Either party may terminate the Agreement with immediate effect by written notice if the other party commits a material breach that is (a) incapable of cure, or (b) not cured within thirty (30) days of a written notice describing the breach in reasonable detail and requiring its cure. Either party may also terminate if the other becomes insolvent, enters liquidation or business rescue, or makes a general assignment for the benefit of creditors.

15.2 Material breach. A breach is material if it deprives the non-breaching party of a substantial benefit of the Agreement. Without limiting that principle, each of the following is a material breach by the Customer: failure to pay undisputed Fees within thirty (30) days of the clause 6.5 suspension notice; use of the Platform in breach of clause 2.3 or 2.4; wilful deployment outside the licensed scope under clause 13; and breach of clause 17 (Confidentiality). Each of the following is a material breach by ETZ: persistent failure to meet the clause 5.2 response commitment after written notice; failure to deliver Updates for two consecutive cycles other than by the Customer's deferral; failure of the clause 11.1 remedy as described there; and breach of clause 9 (Data protection) or clause 17 (Confidentiality). A party's minor, isolated or promptly corrected failure is not a material breach, and the cure period in clause 15.1(b) applies to every curable breach.

15.3 Effect on licence. On expiry or termination, the Customer's licence ends and ETZ revokes the Customer's registry access; new image pulls will fail.

15.4 Running installations. Following expiry or termination, running Platform deployments degrade to read-only after a grace period of thirty (30) days: diagnostics and access to the Audit Log continue to function; write capabilities are disabled. The Customer is never denied access to its own Audit Log.

15.5 Data handover. The Platform stores Customer data, including the Audit Log, exclusively on Customer-controlled storage, and SAP data never leaves the Customer's landscape. There is no ETZ-held Customer data to return or delete on exit. On request, ETZ confirms in writing the deletion of any incidental data received during support. An assisted uninstall is available on a time-and-materials basis.

16. Refunds

16.1 Installation and POC fees. The installation fee is non-refundable once installation is delivered and verified working. The POC fee is governed by clause 7.2.

16.2 Subscription. The subscription Fee is non-refundable during the Term. Notice of non-renewal under clause 14.2 takes effect at the end of the then-current Term.

16.3 Exception. If the Customer terminates under clause 15.1 for ETZ's uncured material breach, ETZ refunds the pro-rata unused portion of the prepaid subscription Fee for the current Term. This is the only circumstance in which prepaid Fees are refunded.

17. Confidentiality

17.1 Obligations. Each party will protect the other's Confidential Information with at least the care it applies to its own and no less than reasonable care, use it only for purposes of the Agreement, and disclose it only to personnel, Affiliates and professional advisers who need it for those purposes and are bound by confidentiality obligations no less protective than this clause.

17.2 Exclusions. The obligations do not apply to information that is or becomes public other than by breach; was lawfully known to the recipient without restriction before disclosure; is received from a third party without breach of an obligation; or is independently developed without use of the discloser's Confidential Information. Disclosure compelled by law or a competent authority is permitted with, where lawful, prompt prior notice to the discloser and reasonable cooperation to limit the disclosure.

17.3 Duration and return. The obligations apply during the Agreement and for five (5) years after its end; for trade secrets, for as long as they remain trade secrets. On the discloser's written request, the recipient returns or destroys Confidential Information in its possession, except copies retained under routine backup or legal-retention obligations, which remain protected by this clause.

17.4 Relief. Breach of this clause may cause harm that damages cannot adequately remedy; the discloser may seek injunctive or equivalent relief in addition to other remedies.

18. Limitation of liability

18.1 Cap. Each party's aggregate liability arising out of or in connection with the Agreement is limited to the Fees paid or payable by the Customer in the twelve (12) months preceding the event giving rise to the claim.

18.2 Exclusions. Neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of data (other than caused by breach of clause 9), business interruption, or loss of productivity, however arising. ETZ has no liability for AI Provider processing or the matters allocated to the Customer under clause 8.7.

18.3 Carve-outs. Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any liability that cannot be limited by law. The Customer's payment obligations and breaches of clause 2.4 sit outside the cap.

19. Governing law and disputes

19.1 Governing law and forum. The Agreement is governed by the law of the contracting ETZ entity's jurisdiction, and its courts have exclusive jurisdiction subject to clause 19.2: for ETZ Global (Pty) Ltd, South African law and the courts of the Western Cape; for ETZ Global Holdings B.V., Dutch law and the courts of Haarlem; for ETZ Global LLC, the laws of the State of Colorado and the courts of Colorado.

19.2 Escalation. Before starting proceedings, the parties follow this ladder: (a) the dispute is escalated in writing to a senior representative of each party, who meet (in person or remotely) within fifteen (15) Business Days and negotiate in good faith for up to thirty (30) days; (b) if unresolved, either party may propose mediation before a mutually agreed mediator, and if both agree, the parties mediate in good faith for up to thirty (30) days sharing the mediator's costs equally; (c) thereafter, or if mediation is not agreed, either party may bring proceedings in the clause 19.1 forum. Nothing prevents a party from seeking urgent interim relief at any time.

20. General

Notices in writing to the addresses in the Order Form (email permitted for operational notices, including support and renewal reminders). Neither party may assign without consent, except to an Affiliate or in a merger or sale of substantially all assets. Neither party is liable for delay caused by events beyond reasonable control. These Terms with the Order Form and DPA are the entire agreement. Variations require written agreement; ETZ may propose updated Terms to take effect at renewal, with the renewal reminder. If a provision is unenforceable, the remainder stands.