In addition to the Terms of Use (Supplier) (the "Terms") to which You have agreed in the creation/activation of your Ariba Network account, the following terms and conditions shall apply with respect to Your use of the payment capability of SAP Ariba Payables as a Supplier ("Payment Capability") and such terms and conditions shall be made part of the Terms. The Payment Capability is considered an "Optional Service" under the Terms. Defined terms used in this document shall have the meaning set forth in the Terms unless expressly defined below.

1. You acknowledge and agree that the Payment Capability is provided, collectively, by Ariba, Inc. ("SAP Ariba"), and the "Payment Processor" listed below for the specific jurisdiction listed below ("Payment Territory").
   1. The Payment Capability is provided, by SAP Ariba, pursuant to Your use of the Ariba Network so described in the Terms (the "SAP Ariba Services") and these 'Terms for the SAP Ariba Payables - use of payment capability as a Supplier' (together the "SAP Ariba Terms"), as evidenced by Your agreement to "Enable" or "Approve" enrollment in the Payment Capability for use with the Payment Processor.
   
   
   2. The Payment Capability is provided by the Payment Processor for the Payment Territory in which You are receiving payment (where your bank account is located) pursuant to an agreement, including without limitation the terms specific to creating a direct business relationship between You and the Payment Processor(s) providing the Payment Capability within the applicable Payment Territory (the "Participation Agreement") (the services provided pursuant thereto, the "Payment Processing Services").
   
   
   3. The SAP Ariba Services and the Payment Processing Services are collectively referred to in these Terms as the "Payment Capability."

   Payment Territory	Payment Processor
   Canada	Discover Financial Services (Canada) Inc.
   United States (including Puerto Rico)	DFS Services, LLC
   Germany	First Data Europe Limited or its affiliate



2. You acknowledge and agree that, by using the Payment Capability, You have a separate commercial relationship with each of (a) SAP Ariba, Inc. (pursuant to the SAP Ariba Terms), and each (b) Payment Processor (pursuant to the Participation Agreement and any other agreements entered into between the Payment Processor and You related to the Payment Processing Services (collectively, the "Payment Processing Agreements")). You agree that SAP Ariba is not responsible for the Payment Processors' performance under the Payment Processing Agreements.


3. For the avoidance of doubt, any portion of the Payment Capability related to the management, processing or transmission of payments or funds or the provision of any payment intermediary-related services are Payment Processing Services, and are provided by the Payment Processor, and not by SAP Ariba. Therefore, SAP Ariba shall not be liable to You with respect to any and all costs, liabilities or damages arising or resulting from the Payment Processing Services. To further clarify, the SAP Ariba Services do not include the debiting or crediting of bank accounts, holding funds, processing payments or storing Your account numbers (note that the final 4 digits may be held by SAP Ariba, for validation), funds or otherwise acting as a payment intermediary or originator.


4. You may only use the Payment Capability with regard to transactions with a buying organization that has subscribed to the Payment Capability for buyers ("Buyer") and only with regard to settlement involving bank accounts located in a Payment Territory as set forth in these Terms or in the program information found at https://www.ariba.com/-/media/aribacom/assets/pdf-assets/payment-capability-suppliers.pdf. Note that the Payment Capability for a region may only allow transactions within its borders. See the program information for details. The Payment Capability does not include, and these terms do not apply to, the receipt of mailed checks or virtual prepaid or credit card payments that may be facilitated by the Payment Processors for Buyers.


5. It is Your sole responsibility to ensure that any and all authorizations, approvals, transaction data or other information required to enable You to use, and to continue to use, the Payment Capability shall be true, correct and complete in all respects. Such information shall include but is not limited to (i) configuration parameters associated with the Payment Capability for a Payment Territory; and (ii) data or instructions related to each transaction to which You are a party. SAP Ariba shall not be liable for any damages arising from or related to Your, or Your organization's employees' or agents', fraud, error or omission, and You hereby release, and agree to defend, indemnify and hold harmless SAP Ariba from any and all claims arising from or related to any such fraud, error or omission.


6. You shall not use the Payment Capability for any transaction which is (i) not a bona fide, lawful, direct transaction between You and a Buyer in Your ordinary course of business or (ii) a transaction between a Buyer and any other supplier.


7. It is solely within Your control to elect settlement via Payment Capability from a specific Buyer, and You represent and warrant that any persons who authorize receipt of settlement using the Payment Capability on Your behalf or who make any updates to configuration parameters associated with your Ariba Network account, are duly authorized by You to perform such duties (each, an "Authorized Person"). You further covenant and agree to promptly notify Ariba and the Payment Processor if there are any changes with respect to the persons who are Authorized Persons, including but not limited to any such changes which would result in Your breach or alleged breach of any term, covenant, condition, representation, warranty or agreement with SAP Ariba or any agreement related to the Payment Capability. For any actions taken by individuals using Your login credentials, You agree that SAP Ariba is entitled to rely on Your representation that such individuals are Authorized Persons. SAP Ariba shall not be liable for any damages resulting from incorrect payment instructions or transaction data provided by a Buyer in a request by Buyer to initiate a payment to You using the Payment Processing Services.


8. In most cases Your use of the Payment Capability involves a per transaction fee. Unless other arrangements are in place between SAP and the applicable buyer, You agree to pay SAP Ariba the fees and amounts specified for the Payment offering found at https://www.ariba.com/-/media/aribacom/assets/pdf-assets/payment-capability-suppliers.pdf ("Payment Pricing for Suppliers") and the Payment Processing Agreements (collectively, the "Fees"). You acknowledge and agree that all payments received by You pursuant to your use of the Payment Capability shall be net of Fees owed by You with respect to the Payment Capability, the receipt of which Fees on each transaction by SAP Ariba shall constitute satisfactory payment by You for the delivery of the Payment Capability for each relevant transaction. Fees may be collected by the Payment Processor and transferred to SAP Ariba but You shall be considered the "Payor" of such fees for tax purposes. Fees imposed by SAP Ariba may be amended from time to time by SAP Ariba using email notice to the administrative contact for your Ariba Network account or notice provisions set forth in the Payment for Suppliers data sheet.


9. Neither the Payment Processor nor SAP Ariba is obligated to resolve disputes between You and other Payment Capability customers with respect to the transactions for which payments are initiated using the Payment Processing Services. It is solely the responsibility of You and the other Payment Capability customers with which You deal to determine the rights, responsibilities and remedies regarding the transactions for which payments are initiated via the Payment Processing Services, including but not limited to offer, acceptance, passing of title, examination of goods or any other matters related to the sale or lease of goods or services.


10. You represent and warrant that, as of the date hereof and at all times during Your subscription to and/or use of the Payment Capability, (i) You do not appear on the Specially Designated Nationals and Block Persons List issued by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") or any similar applicable laws and regulations, including, but not limited to the European Union; (ii) You are not designated under any Canadian or member state of the European Economic Area (including the United Kingdom), as being subject to economic sanctions or anti-terrorism financing law, which include, without limitation, any law, judgment, order, rule or regulation that prevents or prohibits SAP Ariba and/or the Payment Processor from providing financial services to or entering into transactions with certain designated persons and entities (collectively, "International Sanctions Laws"); and (iii) You are not located in any jurisdiction that is the subject of U.S. economic sanctions, laws, regulations or orders administered by OFAC or identified by the Department of State as a sponsor of international terrorism under 22 U.S.C. 2371 or 50 U.S.C. App. 2405(j) (collectively, "U.S. Sanctions Laws") or International Sanctions Laws. Further, You agree not to use the Payment Capability in any manner that may cause a violation of any U.S. Sanctions Laws or International Sanctions Laws by SAP Ariba or the Payment Processor.


11. It is solely Your responsibility to determine if the Payment Capability will meet Your own internal, legal and regulatory requirements related to invoicing, procurement and the submission and processing of payments in satisfaction of outstanding invoices.


12. In addition to any other indemnities provided for in the Terms or in the Payment Processing Agreements, You agree to indemnify, defend and hold SAP Ariba and its affiliates, stockholders, directors, employees, officers and agents harmless from and against any and all liabilities, judgments, arbitration awards, actions, suits, claims, demands, losses, damages, costs, expenses and attorneys' fees incurred in connection with Your use of the Payment Capability or Your breach or alleged breach of any term, covenant, condition, representation, warranty or agreement with SAP Ariba or any agreement related to the Payment Capability, including, but not limited to the Terms and the Payment Processing Agreements.


13. The Payment Capability may be discontinued at any time by SAP Ariba upon written notice to You. You may elect to discontinue the Payment Capability at any time by electing to do so in the administration of Your account on the Ariba Network.


14. You acknowledge that Ariba, Inc. a subsidiary of SAP SE (referred to as "SAP Ariba") may disclose and transfer any information that you provide through the Payment Capability (i) to any company within the SAP SE group of companies, its affiliates, agents, service providers or information providers in the performance of the Payment Capability; (ii) to the Payment Processor and to affiliates and service providers of the Payment Processor; (iii) to any other person or entity with Your consent; or (iv) if SAP Ariba has a right or duty to disclose or are permitted or compelled to so disclose such information by law. You hereby instruct SAP Ariba to perform the transmission, transfer or processing of such information to, or through, any country in the world, as SAP Ariba deems necessary or appropriate (including to countries outside the EEA), and by using and providing information through the Payment Capability you agree to such transfers. To the extent that You provide to SAP Ariba or authorize SAP Ariba to collect any information about an identifiable individual ("Personal Information") (including Personal Information of Your employees and representatives), you confirm that you have obtained the consent of each such individual to provide that Personal Information to SAP Ariba and for SAP Ariba to disclose and transfer that Personal Information as described above in this paragraph. You further confirm that You have obtained the consent of each such individual for SAP Ariba and the Payment Processor to collect, use, disclose and transfer that Personal Information for the purpose of providing and administering the Payment Capability, including by the Payment Processor in accordance with the Participation Agreement.


15. Updates to these Payment specific terms shall be made in accordance with the Terms. By using the Payment Capability, you reconfirm your agreement with the Terms.

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TOU Payment Capability for suppliers (formerly AribaPay) v.3 21 (31 December 2017)