Terms of use | NXT4SAP

Last updated: 1/4/2026

nxt4sap Pte Ltd is specialized in digitalization and automation of finance-related processes in SAP. We are proud to have an experienced team of experts working out of Singapore, Germany, UK, USA and India, all with many years of experience in consulting, implementing, and supporting solutions automating finance functions.

nxt4sap solutions are built on proven SAP- processes and Azure AI-services, which are seamlessly

integrated in our SAP-certified add-ons.

Find more information about nxt4sap and solutions online www.nxt4sap.com

NXT EDGE ™ and nxt4sap ™ are trademarks of nxt4sap Pte Ltd

SAP and S/4 HANA are trademarks of SAP SE. Microsoft and Azure are trademarks of Microsoft Corporation

General Terms and Conditions (GTC) of nxt4sap Pte Ltd

Definitions

In this agreement, the following terms shall have the meanings set forth below:

"Consulting Services" refers to professional guidance provided by nxt4sap in relation to its software

products or general IT practices.

"Custom Developments": Refers to bespoke software solutions developed by nxt4sap based on specific

customer requirements, as described in the 'Custom Software Development' section.

"Customer Data" means all business data, documents, transactions, records and other information

originating from the Customer or its users and processed through the Services, excluding NXT Proprietary

Data.

"Derived Output" means reports, dashboards, visualisations, alerts, recommendations, KPIs and other

business outputs generated by the Services for the Customer's internal business use, but excluding the

underlying NXT Proprietary Data, logic, schema and processing semantics used to generate them.

"NXT Proprietary Data" means any data structures, table designs, log schema, event models, status

codes, assignment identifiers, result codes, mappings, taxonomies, processing semantics, metadata,

derived fields, derived datasets, telemetry, usage data, configuration logic, process intelligence, know-

how and other technical or functional artefacts generated by, embedded in, or used by the Services,

whether stored in the Customer's systems, in nxt4sap-hosted systems, or otherwise.

"Process Mining Services" means any subscription-based analytics, process-mining, event-

reconstruction, benchmarking, monitoring, recommendation or similar services offered by nxt4sap that

utilise NXT Proprietary Data.

"SLA (Service Level Agreement)": The commitment between nxt4sap and its customers regarding the

response time and quality of service, as mentioned in the 'Support Services' section.

"Software" encompasses both nxt4sap’s proprietary software products and any third-party software

made available by the Company.

"Software Development" includes all custom software solutions created by nxt4sap as per the

specifications provided by the Customer.

"Subscription" refers to the periodic use of nxt4sap's software products under the terms specified in the

Subscription Agreement.

"Subscription Term": Refers to the period for which the customer has subscribed to nxt4sap’s services,

as outlined in the 'Subscription Model Specifics' section.

"Third-Party SaaS Providers": Denotes external service providers whose software as a service (SaaS)

solutions can be integrated with nxt4sap’s products, as covered in the 'Integration with Third-Party SaaS

Providers' section.

"UAT (User Acceptance Testing)": A testing process performed by the customer to ensure the software

meets their requirements before going live.

Introduction

These General Terms and Conditions (the "Terms" or "GTC") apply to all software products, whether

owned or third-party, consulting services, and software development services (collectively, the

"Services") provided by nxt4sap Pte Ltd, a company registered under the laws of Singapore, having its

registered address at 68 Circular Road, #02-01, Singapore (049412) (hereinafter referred to as "nxt4sap").

By accessing, purchasing, or using the Services, you, the customer, or the entity you are authorized to

represent (hereinafter referred to as "Customer"), agree to be bound by these Terms. If you do not agree to

all the terms and conditions contained herein, you should not use or cease using the Services

immediately.

Scope of Services

Software Subscription

nxt4sap Pte Ltd ("nxt4sap") provides SAP add-on software, designed to enhance and automate finance

functions within the SAP environment. These add-ons, which require customer-specific customization,

are intended to be installed directly on the customer's SAP system.

License to Use

Subject to payment of all applicable fees and the terms of the Agreement, nxt4sap grants the Customer a

limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the applicable

Subscription Term to use the Services solely for the Customer's internal business operations.

The licence granted under this Section is limited to the permitted use of the Services as provided by

nxt4sap. Except as expressly stated in the Agreement, no rights are granted to the Customer in or to any

software, source code, object code, architecture, methods, models, documentation, NXT Proprietary

Data, Process Mining Services, or other intellectual property of nxt4sap.

For the avoidance of doubt, the Customer receives no ownership right, and no implied licence, to use any

NXT Proprietary Data as a standalone data source, reusable data model, training set, analytical

foundation, benchmarking asset, data warehousing source, or substitute for any nxt4sap offering.

Program Modification

Editing or modifying the source code, if provided by nxt4sap, and other alterations are permitted under

the following conditions:

• The customer is not modifying or bypassing any subscription validation checks (incl. volume

counts).

• The customer documents all change and makes these documentations available to nxt4sap.

• The customer agrees that all changes made in the nxt4sap namespace (/next/) become

automatically part of nxt4sap Intellectual Property (IP).

• The customer becomes liable for any IP infringement caused by the customer's changes.

• nxt4sap warranties are immediately voided upon any alterations made by the customer.

• The customer assumes responsibility for any future compatibility issues arising from their

modifications.General Terms and Conditions (GTC) of nxt4sap Pte Ltd

Included in the Subscription

The subscription includes:

• License to use the latest version of the software.

• Email hotline support.

• Regular software updates and bug fixes.

• Regularly updated product documentations.

Restrictions on Use of NXT Proprietary Data

The Customer acknowledges that the Services may generate, use, store or expose NXT Proprietary Data,

including through tables, logs, interfaces, technical fields, status codes, assignment identifiers, result

values, event histories, process traces, and related metadata.

All right, title and interest in and to the NXT Proprietary Data shall remain vested in nxt4sap and/or its

licensors, irrespective of whether such NXT Proprietary Data resides within the Customer's SAP

environment, databases, backups, exports or infrastructure.

The Customer may use NXT Proprietary Data only to the limited extent strictly necessary to access,

operate and receive the contracted Services and Derived Output for its internal business purposes.

Unless expressly approved in writing by nxt4sap, the Customer shall not, and shall not permit any

affiliate, contractor, consultant, system integrator or other third party to, directly or indirectly:

(a) access, extract, copy, replicate, export, publish, disclose, commercialise or otherwise reuse any NXT

Proprietary Data except as strictly required for authorised use of the Services;

(b) use any NXT Proprietary Data as an input for or source to build, populate, validate, train, support or

operate any data warehouse, data lake, reporting model, business intelligence environment, process

mining solution, event-reconstruction engine, monitoring solution, benchmarking tool, algorithm,

machine learning model or analytics product, whether for internal use or otherwise;

taxonomy, status model, assignment logic, result mapping, process design or commercial model

underlying the Services or any Process Mining Services;

(d) create derivative works, competing services, substitute functionality or independent data products

based on or materially derived from any NXT Proprietary Data;

(e) remove, alter, obscure or circumvent any technical, contractual or organisational controls relating to

access to NXT Proprietary Data, including any restrictions implemented through roles, APIs, views, field-

level masking or validation logic; or

(f) disclose NXT Proprietary Data to any third party except to the limited extent strictly necessary for

authorised use of the Services and only where such third party is bound by written confidentiality and use

restrictions no less protective than those set out in the Agreement.

Any use of Customer Data in combination with NXT Proprietary Data shall not reduce, extinguish or

transfer nxt4sap's rights in the NXT Proprietary Data.

Customer Data and Derived Output

As between the parties, the Customer retains its rights in Customer Data.

Subject to the Agreement, the Customer may use the Derived Output generated for it through the

Services for its internal business purposes.

For clarity, Derived Output does not include, and the Customer shall have no right to separately exploit,

the underlying NXT Proprietary Data, schema, processing logic, mappings, status architectures,

assignment models, event taxonomies or technical design used to generate such Derived Output.

The Customer shall not claim ownership of NXT Proprietary Data merely because such data is processed

together with, linked to, derived from or stored alongside Customer Data.

Excluded Services:

Services not covered by the subscription fee include:

• Consulting.

• Software installation and customization.

• Implementation of software updates.

• Implementation of bug fixes.

These services are available separately and will be billed based on their scope and nature.

Subscription Term and Renewal

Our software is provided without any minimum volumes or subscription periods.

Integration with Third-Party SaaS Providers

nxt4sap Pte Ltd ("nxt4sap") offers services that facilitate integration with various third-party Software as a

Service (SaaS) providers. These integrations are designed to enhance the functionality and efficiency of

nxt4sap’s software solutions by leveraging external services and capabilities.

• When integrating third-party SaaS into nxt4sap’s software solutions, the terms and conditions of

the respective third-party service providers apply.

• Customers may contract these third-party services either directly with the provider or through

nxt4sap. Regardless of the contracting method, the use of third-party services is governed by the

specific terms and conditions set forth by the respective service provider.

Customer Responsibility

• It is the responsibility of the customer to understand and adhere to the terms of use of any third-

party SaaS providers they choose to integrate with.

• Customers should review these terms carefully, as they govern the use of the third-party services

and any data or content processed or stored through them.

Disclaimer

• nxt4sap does not assume any liability for issues arising from the customer’s use of third-party

SaaS providers, including but not limited to service availability, data security, and compliance

with data protection regulations.

• Where nxt4sap recommends or facilitates these integrations, nxt4sap undertakes that it will

exercise due care, skill, prudence and diligence in the making of such recommendations and/or

facilitation of these integrations.

• While nxt4sap may recommend or facilitate these integrations, the ultimate responsibility for the

selection and use of third-party services rests with the customer.

Deployment and Customization Services

nxt4sap Pte Ltd ("nxt4sap") provides a comprehensive suite of services focused on the deployment and

customization of its software solutions, both for its own SAP add-ons and potentially for third-party SaaS

providers. These services are tailored to ensure that the software fits seamlessly into the customer's

existing systems and processes.

Services Offered

• Solution Design: Crafting tailored solutions that align with the customer's business

requirements and objectives.

• Implementation and Customization: Installing and configuring the software to meet specific

customer needs and integrating it into the customer's IT environment.

• Testing and Test Support: Assisting in various testing phases, including User Acceptance Testing

(UAT), to ensure the software functions correctly in the customer's environment.

• GoLive and Post GoLive Support: Providing support during and after the software goes live,

helping to address any immediate issues and ensuring a smooth transition.

• Documentation: Offering comprehensive documentation for the deployed and customized

solutions to facilitate ease of use and future reference.

• Process Analysis and Ongoing Improvement: Long-term collaboration with experienced SAP

FI/MM consultants to continuously enhance and automate financial processes.

Project-Based Approach

Each deployment and customization project will be governed by a specific agreement. This agreement

will detail the scope of work, project milestones, delivery timelines, and any other relevant terms.

Pricing for these services will be based on the complexity of the project, the resources required, and the

duration of the engagement.

Customer Responsibilities

Customers are expected to provide necessary information, access to systems, and support to facilitate

the deployment and customization services.

Active collaboration during the Solution Design and Testing phases is crucial for aligning the project with

customer expectations.

Quality Assurance

nxt4sap is committed to delivering high-quality services and adheres to industry-standard practices to

ensure the reliability and effectiveness of the solutions deployed.

Custom Software Development

nxt4sap offers custom software development services, providing tailored solutions based on the unique

requirements of each customer. These services focus on creating specialized software that either

extends the functionality of nxt4sap's existing SAP add-ons or provides entirely independent applications.

Scope of Custom Development

• Extensions to Existing Products

Developing additional features or functionalities within nxt4sap’s existing software products,

typically within the /NEXT/ namespace. Customer-specific enhancements within the /NEXT-

namespace may require higher transaction fees.

• Independent Software Projects

Creating standalone software solutions outside the scope of nxt4sap’s standard product

offerings, usually developed outside the /NEXT/ namespace.

Development Process

• Engagements begin with a comprehensive analysis of the customer's requirements to ensure a

clear understanding of the project objectives and deliverables. The objectives will be

documented and verified with the customer.

• Depending on the type of development, nxt4sap will present a detailed business blueprint,

including functional specifications, or change request documentation. This documentation

requires explicit endorsement by the customer before commencement of the development.

• A detailed project plan is developed, outlining the development stages, timelines, and specific

milestones.

• Regular communication and updates are provided throughout the development process to

ensure alignment with the customer's expectations.

Pricing and Contractual Terms

• Pricing for custom software development is determined based on the complexity of the project,

the technology used, the resources required, and the estimated development time.

• Each custom development project is governed by a separate agreement that specifies the project

scope, delivery terms, payment schedule, and any other relevant terms and conditions.

Quality and Compliance

• All custom software is developed in accordance with industry-standard practices to ensure high

quality, reliability, and compliance with relevant regulations.

• Rigorous testing is conducted to ensure that the software meets both nxt4sap's standards and

the specific requirements of the customer.

Post-Development Support

• nxt4sap offers support and maintenance services for custom-developed software, which can be

availed as per separate terms agreed upon in the development contract.

Subscription Model Specifics

Maintenance Services

Under the software subscription model, nxt4sap Pte Ltd ("nxt4sap") includes comprehensive

maintenance services to ensure that the software remains compatible and functional within the

customer’s SAP environment, and continuously evolves with advancements in technology and business

practices.

Software Compatibility and Continuous Development

• nxt4sap is committed to maintaining software compatibility with SAP ECC and SAP S/4 HANA

(please note minimum release versions as published on nxt4sap’s website).

• Ongoing research and development efforts aim to continually enhance nxt4sap's software

solutions.

• Regularly updated system requirements will be published on nxt4sap’s website.

• The Customer is responsible for installing updates to ensure the continued functionality and

security of the software.

Product Roadmaps and Feature Updates

• nxt4sap will provide updated product roadmaps, detailing future development plans and new

features.

Consultation for SAP Version Updates

• Customers are encouraged to consult with nxt4sap before updating their SAP version to ensure

compatibility and receive necessary patches or updates.

Handling Incompatibilities

• nxt4sap may suggest upgrading to a more recent version of nxt4sap's software to ensure ongoing

compatibility.

• Customers can request a patch to resolve these issues if upgrading to a more recent version of

nxt4sap's software does not address the compatibility issue.

• A temporary workaround may be offered until a permanent fix is developed.

Disclaimer for Third-Party Software Maintenance

• Maintenance services provided by nxt4sap are specific to its own software products.

• For third-party SaaS services integrated or used in conjunction with nxt4sap’s solutions, the

definition and scope of maintenance services are governed by the respective third-party service

providers.

• Customers are advised to refer to the maintenance terms and conditions of the relevant third-

party service providers for details on their maintenance services.

Support Services

nxt4sap Pte Ltd ("nxt4sap") is dedicated to delivering high-quality support services for its software

products, ensuring effective and efficient assistance for its clients.

Email Support:

• Support is available via email, 24 hours a day from Monday at 12:00 AM to Friday at 12:00 PM,

local time.

• While support is primarily offered in English, nxt4sap strives to assign support engineers who can

communicate in the local language of the customer, if possible, to enhance communication and

service effectiveness.

• Customers are encouraged to provide an email address for potential online meetings, which can

also facilitate faster and more personalized support.

Service Level Agreements (SLAs) and Issue Categories

• Category 1 (Critical Malfunctions): Response within 4 hours. Examples include system outages

or critical functionality failures. A dedicated support engineer will be assigned within this

timeframe.

• Category 2 (Significant Malfunctions): Response within 10 hours. Covers major feature

malfunctions or severe performance issues. A dedicated support engineer will be assigned to

confirm the issue and initiate resolution.

• Category 3 (Minor Malfunctions): Response within 20 hours. This category includes minor

issues like user interface glitches or minor bugs.

No Guaranteed Resolution Time

• nxt4sap commits to the stated response times; however, there is no guaranteed timeframe for

the complete resolution of an issue.

Qualified Support Requests

• To facilitate efficient issue resolution, support requests should ideally be submitted by trained

and qualified SAP FI/MM and/or SAP Basis consultants.

Error Reporting Guidelines

• Detailed and comprehensive error reports are crucial for effective troubleshooting and quick

resolution.

Limitations of Support

• The support service excludes on-site support and is limited to the specified hours.

• It does not cover issues arising from unauthorized modifications, misuse, or interactions with

software not included in the service agreement.

Customer Responsibilities

To facilitate an effective partnership and ensure the optimal use of nxt4sap’s software products and

services, customers are expected to fulfil certain responsibilities:

Engagement in the Support Process

• Provide detailed and accurate information when reporting issues or seeking support. This

includes error descriptions, system environment details, and any relevant changes made.

• Ensure that support requests are submitted by qualified personnel, ideally trained SAP FI/MM or

SAP Basis consultants, to enhance the efficiency of problem resolution.

Software Maintenance and Updates

• Regularly review and comply with the system requirements published by nxt4sap, especially

when planning SAP version updates.

• Consult with nxt4sap before undertaking significant system updates or changes that might affect

the software’s functionality.

• Promptly implement software updates, patches, or bug fixes provided by nxt4sap to maintain

software performance and compatibility.

Adherence to Agreement Terms

• Adhere to the terms and conditions of the software subscription, including usage limits, payment

schedules, and any restrictions on software modification or redistribution.

• Respect intellectual property rights and ensure that the software is used in compliance with the

licensing agreement.

Provision of Necessary Access and Information

• Provide nxt4sap with necessary access, information, and cooperation to perform maintenance,

support, and any other agreed services effectively.

• Ensure that nxt4sap has access to relevant systems and data as required for providing support or

performing maintenance tasks.

Data Backup and Security

• Regularly back up data and maintain appropriate security measures to protect data integrity and

prevent data loss.

• Take responsibility for the security and confidentiality of their data processed using nxt4sap’s

software.

Pricing and Payment Terms

nxt4sap Pte Ltd ("nxt4sap") maintains clear and structured pricing for its software and services, ensuring

transparency and predictability for its customers.

Pricelist Updates and Confidentiality

• nxt4sap updates its pricelists regularly to reflect current market conditions and the value of its

offerings.

• These pricelists are confidential and proprietary to nxt4sap. Customers are obligated not to

disclose pricelist information to any third parties without expressed written consent from

nxt4sap.

Subscription Fees

• All fees are specified in the Subscription Agreement.

• The Customer agrees to pay the subscription fees as specified in the Subscription Agreement.

These fees are based on the selected subscription plan and any additional services requested by

the Customer.

• Fees for software subscriptions may be based on various factors such as the number of SAP

client licenses, transaction volume, user count, etc.. This is defined in the software subscription

agreement.

• If invoicing is conducted post-transaction based on actual transaction volume, nxt4sap provides

a credit of 1,000 transactions after an invoice is issued until it is settled, ensuring uninterrupted

processing.

• Customers have the option to agree to minimum volumes to secure volume-based discounts,

which are calculated based on document count.

• Committed volumes will be invoiced upfront and must be paid within the agreed payment terms,

but always before the volume is available for consumption.

• The committed volume must be used within 12 months and cannot be carried over to the next

commitment period

• If the Customer chooses to integrate nxt4sap's software with third-party software as a service

(SaaS) providers, other fees may apply. These will be outlined in a separate subscription

Agreement.

Payment Terms

• Invoices will be sent to the Customer's billing contact via e-invoice or email (PDF).

• Unless otherwise agreed, payments are required to be made promptly, no later than seven (7)

days from the date of the invoice. Payment terms, including due dates and acceptable methods

of payment, will be clearly outlined in each invoice.

• Customers are required to adhere to these payment terms to ensure uninterrupted access to the

software and support services.

Additional Services

• Services outside the standard subscription, such as consulting, customization, and custom

software development, are billed separately.

• The terms and conditions for these additional services, including pricing, will be agreed upon

separately and reflected in specific agreements or invoices.

Fixed Price Services

Services may be provided on a fixed price basis, subject to the following conditions

• A clearly defined scope of work.

• A detailed timeline for service delivery.

• An established change request management procedure to handle any modifications to the scope

or timeline.

Time-and-Materials Services

Unless otherwise agreed in writing, services will be provided on a time-and-materials basis. Fees under

this model will be calculated based on the actual time spent and resources used in delivering the

services.

Standard Working Hours

Services will be provided during normal working hours, defined as Monday to Friday from 9 am to 6 pm,

considering the local time zone of the customer.

Overtime and Surcharges

Services required beyond standard working hours will incur surcharges:

• Work between 6 pm and 10 pm on weekdays will be charged at 150% of the agreed tariff.

• Work on weekends or public holidays will be charged at 200% of the agreed tariff.

Customers will be consulted and must approve any surcharges in advance.

Travel and Related Costs

• Travel expenses incurred in providing services will be charged to the customer.

• Travel time will be invoiced at 50% of the agreed tariff.

Late Payment Consequences

• Late payments may result in additional charges or interest, as specified in the agreement.

• Continued non-payment may lead to the suspension of services and access to the software until

the outstanding payments are settled.

Changes to Pricing

nxt4sap reserves the right to modify its pricing. Customers will be notified of any changes at least 90 days

in advance.

Taxes

The Customer is responsible for any applicable taxes, including but not limited to, value-added tax (VAT),

goods and services tax (GST), or Withholding tax (WHT) levied on the Services. These taxes will be added

to the invoice as required by law.

Currency

• All fees and payments shall be made in the currency specified in the invoice.

Intellectual Property Rights

nxt4sap Pte Ltd ("nxt4sap") maintains a firm policy on intellectual property rights to safeguard its

innovations and the integrity of its services.

Ownership of Intellectual Property

• nxt4sap retains all intellectual property rights (IP) for all software and services provided,

including software incl. its methods and third-party services integration, enhancements, custom

software development, and related services.

• This includes IP rights for any customer-specific enhancements or customizations developed by

nxt4sap, even if they are tailored to a particular customer's requirements.

Use of Intellectual Property

• Customers are granted a non-exclusive, non-transferable right to use the software and any

enhancements as per the terms of their subscription or service agreement with nxt4sap.

• This right is limited to the customer's internal business purposes and does not extend to any form

of redistribution or resale.

• In the case of software development, unless otherwise agreed and documented in writing, the

customer shall be liable to compensate nxt4sap for the use of the intellectual property.

Third-Party Intellectual Property Rights

• Customers are responsible for respecting the IP rights of third parties, especially when

integrating third-party software or services with nxt4sap’s solutions.

• It is the customer's obligation to ensure that their use of third-party software or services in

conjunction with nxt4sap’s products does not infringe upon the IP rights of these third parties.

• Customers should refer to and comply with the terms and conditions of the third-party software

or services regarding intellectual property.

Notification of Infringement

• If a customer becomes aware of any infringement or potential infringement of nxt4sap’s

intellectual property rights, they are expected to promptly notify nxt4sap.

Protection of IP Rights

• nxt4sap will actively protect its intellectual property rights and take appropriate legal action

against any infringement or unauthorized use of its IP.

Data Protection and Confidentiality

nxt4sap Pte Ltd ("nxt4sap") is committed to the highest standards of data protection and confidentiality,

aligning with Singapore's privacy laws (PDPA) and the European General Data Protection Regulation

(GDPR).

Compliance with Data Protection Laws

• nxt4sap adheres to the principles and regulations set forth in Singapore’s privacy laws (PDPA)

and the GDPR, ensuring robust data protection and privacy practices.

• Personal and business data of customers are processed in compliance with these laws, only to

the extent necessary for providing nxt4sap's services, and in accordance with customer consent.

Confidentiality Obligations

• Both parties agree to treat all non-public information shared between them as confidential. This

includes, but is not limited to, business plans, financial information, and technical details related

to the Services.

• The obligation of confidentiality does not apply to information that is publicly available, already

known to the receiving party prior to disclosure, or independently developed by the receiving

party.

• nxt4sap maintains strict confidentiality of all customer information. Disclosure to third parties

occurs only as necessary for service provision or when legally mandated.

• Customers are also required to uphold confidentiality regarding sensitive information pertaining

to nxt4sap's services, including proprietary and pricing information.

Confidentiality of NXT Proprietary Data

The Customer acknowledges that NXT Proprietary Data constitutes confidential information and valuable

proprietary know-how of nxt4sap.

The Customer shall protect NXT Proprietary Data with at least the same degree of care it uses to protect

its own confidential information of a similar nature, and in any event with no less than reasonable care.

The confidentiality obligations relating to NXT Proprietary Data shall survive termination or expiry of the

Agreement for so long as such information remains confidential under applicable law, without prejudice

to any other rights or remedies of nxt4sap.

Access Controls, Verification and Enforcement

nxt4sap may implement and modify reasonable technical and organisational measures to protect its

software, NXT Proprietary Data and commercial model, including access restrictions, approved

interfaces, role limitations, monitoring controls, logging, field masking and validation checks.

Upon reasonable written notice, nxt4sap may require the Customer to provide information reasonably

necessary to verify compliance with the use restrictions set out in the Agreement.

If nxt4sap reasonably believes that the Customer has used or disclosed NXT Proprietary Data in breach of

the Agreement, nxt4sap may suspend the relevant access, require immediate cessation of the non-

compliant activity, and require deletion or return of affected extracts, copies, models or datasets, without

prejudice to any other contractual or legal remedies.

Data Security Measures

• nxt4sap implements appropriate security measures to protect customer data against

unauthorized access, breaches, and other cyber threats, in compliance with Singaporean and

European data protection standards.

• Regular security assessments and updates are conducted to ensure ongoing data protection.

Data Breach Notification Protocol

• In case of a data breach, nxt4sap will promptly notify affected customers and relevant

authorities in accordance with legal requirements and take immediate remedial actions.

Customer's Responsibility for Data

• Customers are responsible for the security of their data in their use of nxt4sap’s services,

including backups and access controls.

• This includes the responsibility to comply with applicable data protection laws in their handling

of data.

Third-Party Providers' Responsibility

• When customers integrate third-party services with nxt4sap's solutions, the data protection

practices, and confidentiality obligations of those third-party providers apply.

• Customers are advised to review and understand the privacy and data protection policies of

these third-party providers.

Post-Termination Data Handling and Survival

• Upon service termination, nxt4sap will handle customer data (return or deletion) as agreed,

respecting any legal or regulatory data retention requirements.

• The confidentiality obligations shall survive the termination of this agreement for a period of five

(5) years.

Warranty and Liability

nxt4sap Ltd ("nxt4sap") provides warranties and assumes liabilities under the following terms, ensuring

clarity and fairness in its obligations to customers. Nothing in this warranty shall exclude or limit any

rights that the customer may have under applicable laws or regulations. The customer’s legal rights,

including statutory warranties, are not affected by this clause.

Warranty Period

• Standard Products: A 12-month warranty period applies from the first day of productive use or

four weeks after successful User Acceptance Testing (UAT), whichever is earlier.

• Custom Developments: A limited 1-month warranty period is provided under the same

conditions as above.

Limitation of Liability

• Liability is limited, to the extent legally permissible to:

• a) The expected annual fee for the software subscription, or

• b) The contract value for specific services.

• This limitation applies to all types of claims, including breach of contract, warranty, negligence,

and others.

Exclusion of Liquidated Damages

• nxt4sap’s warranty does not cover liquidated damages, if such exclusion is legally permissible.

Customer's Role in Damage Mitigation

• Customers are expected to take reasonable measures to minimize potential damages.

Software Defect Remedies

• nxt4sap will address software defects primarily by correcting bugs or providing workarounds.

Warranty Exclusions

• The warranty does not cover issues caused by unauthorized software alterations, misuse,

hardware malfunctions, or external software not included in the service agreement.

Disclaimer for Third-Party Services

• nxt4sap’s warranties and liabilities apply solely to its own services and products.

• For services or products provided by third parties, the warranties and liabilities are governed by

the terms set by those respective third parties.

• Customers are responsible for reviewing and understanding the warranty and liability terms of

any third-party services they choose to integrate or use in conjunction with nxt4sap’s solutions.

Dispute Resolution and Governing Law

nxt4sap Pte Ltd ("nxt4sap") adopts clear and fair procedures for the resolution of disputes, underpinned

by the governing law.

Governing Law

All agreements and interactions between nxt4sap and its customers are governed by the laws of

Singapore.

This choice of law is intended to provide a consistent legal framework for both parties.

Arbitration for Dispute Resolution

In the event of any disputes, controversies, or claims arising out of or in connection with the services or

products provided by nxt4sap, the parties agree to seek resolution through arbitration.

Arbitration shall be conducted at the Singapore International Arbitration Centre (SIAC), in accordance

with its rules and procedures.

The arbitration proceedings will be conducted in English.

Binding Nature of Arbitration

The decision rendered by the arbitrator will be final and binding on both parties.

Both parties agree to abide by and implement the arbitrator’s decision in good faith.

Confidentiality in Arbitration

All arbitration proceedings, including any orders and awards, will be kept confidential to maintain the

privacy and business interests of both parties.

Amicable Resolution Encouraged

Prior to seeking arbitration, nxt4sap encourages an amicable resolution of disputes through direct

negotiation, reflecting a commitment to maintaining positive customer relationships.

Renewal and Termination Terms

nxt4sap Pte Ltd ("nxt4sap") ensures clarity and fairness in the termination and renewal of its services to

maintain a transparent relationship with its customers.

Subscription Renewal

• nxt4sap own products are provided with no minimum volume or binding periods. Customer can

reduce or stop using nxt4sap’s software at any time.

• In case of third-party products requiring minimum volumes or binding periods, subscriptions are

automatically renewed for the same term as the initial subscription period unless a party

expresses intent not to renew.

• In case of third-party products requiring minimum volumes or binding periods, customers must

provide a notice of non-renewal at least three months before the end of the current subscription

term to avoid automatic renewal.

Termination

• nxt4sap own products are provided with no minimum volume or binding periods. Customer can

reduce or stop using nxt4sap’s software at any time.

• In case of third-party products requiring minimum volumes or binding periods, termination for

convenience: Either party may terminate agreements for convenience by providing written notice

to the other party three months before the end of the current subscription.

• In case of third-party products requiring minimum volumes or binding periods, termination for

Cause: Either party may terminate agreements for cause if the other party breaches a material

term of this agreement and fails to cure the breach within 30 days of receiving written notice of

the breach.

Termination for Misuse of NXT Proprietary Data

• Any breach of Sections 2.1.4, 2.1.5, 7.X or 7.Y shall constitute a material breach of the

Agreement.General Terms and Conditions (GTC) of nxt4sap Pte Ltd

• Without limiting any other rights or remedies, nxt4sap may suspend access to the affected

Services immediately upon notice where such breach cannot reasonably be cured without

urgent action to prevent ongoing misuse, disclosure or competitive harm.

• If the breach is capable of cure, nxt4sap may require cure within a period specified in the notice.

If the breach is not cured within that period, nxt4sap may terminate the affected Services or the

Agreement in whole or in part.

Termination Process

• Either party may terminate the agreement under the conditions specified in the contract.

• For termination initiated by the customer, notice must be provided as per the terms outlined in

the agreement, in case of third-party products requiring advance notice.

• nxt4sap reserves the right to terminate the agreement under certain conditions, such as non-

payment, breach of contract terms, or legal requirements.

10.5. Consequences of Termination

• Upon termination, customers will lose access to the subscribed services at the end of the

current billing cycle or as specified in the termination notice.

• Any pending fees or payments due up to the date of termination remain the obligation of the

customer.

Handling of Customer Data Post-Termination

• nxt4sap will handle customer data post-termination according to the terms agreed upon in the

contract, which may include returning or deleting the data, subject to legal and regulatory

requirements.

Early Termination Fees

• In case of third-party products requiring binding periods, an early termination by the customer,

early termination fees may apply as outlined in the subscription agreement. These fees

compensate for the abrupt discontinuation of the service.

Renewal Terms Adjustments

• At the time of renewal, terms and conditions, including pricing, may be subject to change.

Customers will be notified of any changes in advance of the renewal date.

Compliance with Export Regulations

nxt4sap Pte Ltd ("nxt4sap") recognizes the importance of adhering to international export control laws

and regulations and expects its customers to comply with these legal requirements.

Adherence to Export Laws

• Customers are required to comply with all applicable export regulations in their respective

countries and the countries where the products are exported to, including but not limited to the

regulations of Singapore and, where applicable, international export control laws.

• This includes understanding and adhering to restrictions on exporting to certain countries,

entities, or individuals as specified by law.

Responsibility of the Customer

• It is the customer’s responsibility to ensure that products and services obtained from nxt4sap are

not used, sold, or exported in violation of these laws.

• Customers should obtain all necessary export licenses or other governmental approvals prior to

exporting or re-exporting any products, software, or technology obtained from nxt4sap.

Indemnification for Non-Compliance

• Customers agree to indemnify and hold harmless nxt4sap from any claims, losses, liabilities,

penalties, or expenses incurred due to the customer’s non-compliance with export control laws

and regulations.

Prohibition on Diversion

• Customers must not divert, use, export, or re-export nxt4sap’s products and services contrary to

Singaporean or international laws.

• Any diversion contrary to national and international law is expressly prohibited.

Updates and Changes to Export Regulations

• Customers are expected to stay informed about any changes or updates to relevant export

regulations that may affect their use or distribution of nxt4sap’s products and services.

Amendments and Supplements to the Agreement

nxt4sap is committed to maintaining clear and flexible agreements with its customers, allowing for

amendments and supplements as necessary to adapt to changing business needs and legal

requirements.

Process for Amendments

• Any amendments or supplements to the original agreement, including the terms and conditions,

must be made in writing. This includes changes to service scopes, pricing, terms of use, or any

other significant contractual aspects.

• Both parties must mutually agree to these amendments. The changes become effective only

after being documented in writing and signed by authorized representatives of both nxt4sap and

the customer.

Written Consent Requirement

• Oral agreements or understandings intended to amend the agreement will not be recognized or

enforceable. All amendments must be made in writing and duly signed by both parties to be

valid.

• Electronic communications, including emails, may be considered a valid form of written consent

if they clearly express the parties' agreement on the amendments and are verifiable.

Regular Review and Updates

• nxt4sap encourages regular reviews of the agreement to ensure it remains relevant and effective

in meeting the evolving needs of both parties.

• Customers will be notified of any amendments initiated by nxt4sap, especially those related to

changes in services, legal compliance, or policy updates.

No Retroactive Amendments

• Amendments or supplements will not have retroactive effects unless explicitly agreed upon by

both parties in writing.

• Any changes will apply prospectively from the date of the amendment unless otherwise

stipulated.

Miscellaneous Provisions

The following miscellaneous provisions apply to all agreements and interactions between nxt4sap and its

customers, providing additional clarity and guidance on general contractual aspects.

Equitable Relief

• The Customer acknowledges that any unauthorised use or disclosure of NXT Proprietary Data

may cause irreparable harm to nxt4sap for which damages alone may be an inadequate remedy.

Accordingly, nxt4sap shall be entitled to seek injunctive relief, specific performance and other

equitable remedies, in addition to any other remedies available at law or under the Agreement.

Acceptance of Electronic Signatures

• Where legally permissible, electronic signatures will be recognized as a valid method for signing

agreements and other contractual documents between nxt4sap and its customers.

• This includes digital signatures or other electronic means that are legally recognized as valid in

Singapore and in the customer's jurisdiction.

Severability

• If any provision of the agreement is found to be invalid, illegal, or unenforceable, the validity,

legality, and enforceability of the remaining provisions will not be affected or impaired in any way.

Waiver

• Failure or delay by either party to enforce any provision of the agreement will not constitute a

waiver of rights. Waivers must be in writing to be effective.

Assignment

• Customers may not assign or transfer their rights or obligations under the agreement without

prior written consent from nxt4sap. nxt4sap may assign its rights or obligations to an affiliate or in

connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all

of its assets.

Entire Agreement

• The agreement constitutes the entire agreement between nxt4sap and the customer,

superseding all prior agreements, understandings, negotiations, and discussions, whether oral or

written.

Notices

• Any notices or communications required or permitted under the agreement must be in writing

and will be considered delivered when sent to the appropriate address or email as specified in

the agreement.

Force Majeure

• Neither party will be liable for any failure or delay in performance under the agreement due to

circumstances beyond their reasonable control, including natural disasters, acts of government,

war, civil unrest, or power outages.