SUPPLY CHAIN PARTNER (SCP) DISCLAIMER AND LIMITATION OF LIABILITY FOR SERVICES RELATED TO CONCUR AND SAP
Section 1 Scope
Any tender reply, proposal, presentation, SOW, verbal or written report or recommendation owned by SCP or an SCP affiliated or associated company (as defined in the Companies Act 71 of 2008) is referred to in this disclaimer and limitation of liability as “SCP Property”. SCP Property is governed by this disclaimer and limitation of liability, as well as any relevant contract between SCP and the Customer relating to the SCP Property.
A tender reply, proposal, presentation, or Statement of Work (SOW) made by SCP is an offer to provide services. It does not constitute a binding contract, and is subject to and conditional on the conclusion of a subsequent valid contract between SCP and the Customer for services. A verbal or written report or recommendation by SCP is similarly subject to a contract between SCP and the Customer.
The information in SCP Property is not a commitment, promise or legal obligation to delivery any intellectual property, solution capability, code or functionality. SCP Property is for information, and may not be used without the consent of SCP. SCP and its affiliated or associated companies assume no responsibility for error or omissions in SCP Property.
Section 2 Confidentiality
SCP Property is confidential and is for the use of the Customer only. The Customer shall not disclose SCP Property to third parties, affiliates or associated companies of the Customer, or employees of the Customer who are not directly involved in the adjudication of a tender, or
proposal, or the contract for services relating to the SCP Property without the prior permission of SCP.
The information in SCP Property is confidential and privileged and may not be used, disseminated, distributed, copied or relied upon except in execution of the contract governing execution of the services relating to SCP Property.
SCP Property may not be used by the Customer for any other purpose than the scope of the services.
Section 3 Intellectual Property Ownership
SCP Property and any intellectual property created during a subsequent contract is owned by SCP.
Section 4 Territory
SCP Property applies strictly to the Customer’s business at the Site and Territory agreed on by the parties and may not be used by the Customer for another Site or Territory.
Section 5 The Customer’s Data
In preparing SCP Property, SCP has, without independent verification, relied on the accuracy and completeness of the information and data provided by the Customer. SCP has no duty to verify the accuracy or completeness of Customer retained responsibilities, or the data or
information provided by the Customer unless such verification is a part of the SOW. SCP retains the right to amend SCP Property if the Customer’s information or data is found to be inaccurate or incomplete.
Section 6 Warranty
SCP warrants that contractual services will be carried out in a professional manner by suitably trained and skilled employees of SCP, and that the services will reasonably conform to the SOW in the contract concluded by the Parties.
SCP does not give any warranty or representation; express or implied, relating to information contained in SCP Property and SCP does not guarantee or warrant the accuracy or completeness of SCP Property. SCP accepts no liability or responsibility whatsoever, resulting directly or indirectly from the use of and / or reliance on SCP Property or the information or views contained therein, by the Customer and / or any third party, and / or the disclosure or referral of SCP Property to any third party by the Customer, either in whole or in part. The Customer indemnifies and holds SCP harmless from and against any and all claims from any person or party whatsoever, for expenses, liability, loss or damages arising from or in connection thereto.
SCP Property is provided “as is”, without warranty of any kind either express or implied, including, but not limited to warranties of non-infringement, future events, including cost to the Customer, profitability, or sustainability.
SCP does not make any representation or warranties, express or implied, statutory or otherwise, regarding SCP Property, including its merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement, or results to be derived from the use of or integration with any services, or that the operation of any services will be secure, uninterrupted or error free.
The Customer agrees that it is not relying on delivery of future functionality, public comments or advertising by SCP or product roadmaps in obtaining subscriptions.
SCP Property may contain advice, opinions and statements of various prospective service providers. SCP Property does not represent or endorse the accuracy or reliability of any advice, opinion, statement or other information provided by another service provider. Reliance upon any such advice, opinion, statement, or other information shall be at the Customer’s risk.
SCP Property is not subject to the Customer’s licence agreement or any other service or subscription agreement with SCP or SAP or any of their affiliated companies. SCP has no obligation to pursue any course of business outlined in this document or any related presentation, or to develop or release any functionality mentioned in SCP Property.
SCP Property and any SAP or Concur product feature being referred to are all subject to change at any time for any reason without notice.
Under no circumstances, including but not limited to negligence, shall SCP be liable for any direct, indirect, incidental, special or consequential damages, even if SCP has been advised of the possibility of such damages.
The release from liability and indemnification by the Customer shall extend beyond SCP as a stipulation in favour of its directors, shareholders, and affiliated companies as well as the successors and assigns of these parties to the extent that any collateral liability may accrue to them in relation to any of the claims, such stipulation to remain open for acceptance by any of these parties at any time.
Section 7 Third Party Systems, Goods, or Services
SCP shall not be liable for the quality or performance standards of any recommendations, reports, goods, software, hardware or systems supplied by a third party, including Concur, or SAP to the Customer and which are used for the provision of the services.
Section 8 Validity Period of Proposals
An SCP proposal is valid for 90 days after submission to the Customer. SCP reserves the right after this date to amend the proposal if changes to the parties’ business environment affects SCP.
Deliverables in contractual SOWs reflect prevailing legislation at the date of delivery reflected in the original delivery programme agreed between the parties, and excluding any delay caused by force majeure or the act or omission of the Customer. SCP shall not be under any obligation to update or revise a deliverable to provide for legislative changes arising after this date.