General Terms and Conditions (GTC)
of nxt4sap Pte Ltd (trading as nxt4ap)
Version 3.0 — Enterprise Edition
Effective date: 1 July 2026
Supersedes: nxt4ap GTC Version 2.0
nxt4sap Pte Ltd (UEN: 202411883H), trading as nxt4ap
Registered office: 68 Circular Road, #02-01, Singapore 049422
NXT EDGE™, nxt4ap™ and nxt4sap™ are trademarks of nxt4sap Pte Ltd. SAP and SAP S/4HANA are trademarks of SAP SE. Microsoft, Azure, Azure Marketplace and Microsoft Marketplace are trademarks of Microsoft Corporation.
1. Definitions
In these GTC, capitalised terms have the meanings set out below. The singular includes the plural and vice versa, and references to Sections and Annexes are references to sections and annexes of these GTC unless stated otherwise.
Affiliate — Any entity that directly or indirectly controls, is controlled by, or is under common control with a party. Control means ownership of more than fifty percent (50%) of the voting rights or the power to direct management.
Agreement — The legally binding agreement between nxt4ap and the Customer consisting of these GTC, the applicable Subscription Agreement, Order Form, Statement of Work, Marketplace listing, Private Offer, accepted commercial terms, Data Processing Agreement, Documentation and any other document expressly incorporated by reference.
AI Services — Any artificial intelligence, machine learning, large language model, document intelligence, classification, extraction, matching, coding, recommendation, agentic automation or similar capability provided or orchestrated as part of the Services.
Agentic Framework / Harness — nxt4ap proprietary agentic AI framework that orchestrates, executes, monitors and governs AI agents, tools and Skills within the Services, including orchestration logic, system prompts, tool interfaces, execution runtime, guardrails, schemas, evaluation mechanisms, telemetry, control logic and related know-how.
Applicable Data Protection Laws — All data protection, privacy and cybersecurity laws applicable to the processing of Personal Data under the Agreement, including where applicable the Singapore Personal Data Protection Act 2012 (PDPA), the EU General Data Protection Regulation (GDPR), the UK GDPR and national implementing laws.
Azure Marketplace / Microsoft Marketplace — The Microsoft Commercial Marketplace, including Azure Marketplace and Microsoft AppSource, through which nxt4ap may make the Services available for purchase, billing and collection.
Business Day — A day other than a Saturday, Sunday or public holiday in Singapore, unless the applicable Order Form or Statement of Work specifies a different jurisdiction.
Confidential Information — All non-public information disclosed by or on behalf of a party that is marked confidential, should reasonably be understood to be confidential, or relates to business, technical, financial, security, product, customer, pricing or strategic matters. NXT Proprietary Data and the Harness are Confidential Information of nxt4ap.
Customer — The person or legal entity accessing, purchasing or using the Services, or on whose behalf the Services are accessed, purchased or used.
Customer Data — All business data, documents, invoice images, transactional data, SAP master data, accounting data, Personal Data, records, files, configurations and information provided by or on behalf of the Customer or processed from the Customer Environment through the Services, excluding NXT Proprietary Data.
Customer Environment — The Customer systems, SAP landscape, Azure subscription, Microsoft 365 tenant, networks, devices, databases, mailboxes, identity provider, security configuration, custom code, master data and other infrastructure used with the Services.
Customer Extension — A customer-specific configuration, workflow, business rule, integration, report, mapping or development created for the Customer that does not reproduce or expose nxt4ap proprietary technology except as permitted by the Agreement.
Derived Output — Reports, dashboards, alerts, recommendations, classifications, coding proposals, KPIs, logs, status displays and business outputs generated by the Services for the Customer internal business use, excluding the underlying NXT Proprietary Data, schemas, logic and processing semantics.
Documentation — User guides, release notes, technical specifications, implementation guides, support materials and other documentation made available by nxt4ap for the Services, as updated from time to time.
Effective Date — The date on which the applicable Agreement, Order Form, Subscription Agreement, Marketplace subscription or Private Offer becomes effective, or if none is specified, the date on which the Customer first accesses or uses the Services.
Fees — All subscription fees, usage fees, metered charges, fixed charges, professional service fees, support fees and other amounts payable for the Services.
Intellectual Property Rights — All intellectual property and proprietary rights, including copyright, database rights, trade secrets, patents, patent applications, trademarks, service marks, designs, know-how, moral rights, rights in software and all similar rights anywhere in the world.
List Price — nxt4ap standard published or quoted price for a Service before application of customer-specific discounts, credits, volume commitments or Private Offer pricing.
Marketplace Metering Service — The Microsoft Marketplace metering or usage-event service through which usage events are submitted for usage-based billing.
Merchant of Record — The party that acts as seller of record for a transaction and is responsible for invoicing, collection and tax treatment for that transaction. For Services transacted through Microsoft Marketplace, Microsoft acts as Merchant of Record to the extent provided by Microsoft terms.
Metering Data / Usage Data — Usage, consumption, volume, transaction, event, entitlement, telemetry, counter and billing-dimension data generated by or in connection with use of the Services and used to calculate Fees, verify entitlement, submit usage events, reconcile invoices or produce billing reports.
Microsoft — Microsoft Corporation and/or the relevant Microsoft affiliate operating Microsoft Marketplace, Azure services or other Microsoft services used in connection with the Services.
NXT Proprietary Data — nxt4ap proprietary data structures, table designs, schemas, log models, status codes, assignment identifiers, result codes, mappings, taxonomies, prompts, orchestration logic, agent configurations, metering logic, process semantics, telemetry, derived fields, derived datasets, analytical models, know-how and technical or functional artefacts generated by, embedded in or used by the Services, including the Harness.
Order Form / Subscription Agreement — A document, accepted Marketplace offer, Private Offer, online order, written subscription agreement or other commercial document specifying the Services purchased, pricing, quantities, subscription term, billing model and any customer-specific commercial terms.
Personal Data — Any information relating to an identified or identifiable individual, or any equivalent term under Applicable Data Protection Laws.
Private Offer — A customer-specific or partner-specific Microsoft Marketplace offer issued for the Customer that reflects the applicable Services, pricing, discounts and commercial terms.
Professional Services — Consulting, implementation, deployment, configuration, custom development, testing support, training, go-live support, process analysis, change requests and other services provided outside the standard Software subscription.
SAP Environment — The Customer SAP ECC, SAP S/4HANA or related SAP system landscape, including clients, company codes, customising, authorisations, master data, interfaces, workflows, BAPIs, OData services, add-ons and connected systems.
Services — The Software, AI Services, Harness, Skills, hosted services, SAP add-ons, APIs, integrations, support, maintenance, Professional Services and other offerings provided by or on behalf of nxt4ap.
Skills — Modular capabilities, agents, tools, plug-ins, extensions, connectors, prompts, configuration assets or similar components that extend, integrate with, invoke or run on the Harness or otherwise form part of the Services.
Software — nxt4ap proprietary software, SAP add-ons, hosted applications, web applications, APIs, connectors, tools, Documentation and any third-party software made available by nxt4ap as part of the Services.
Statement of Work / SOW — A written statement of work, project order, change request or other document describing Professional Services scope, deliverables, assumptions, timeline, pricing and responsibilities.
Subscription Term — The period during which the Customer is authorised to use the applicable Services as set out in the Order Form, Marketplace subscription or Subscription Agreement.
Support Portal — The nxt4ap online support portal available at platform.nxt4ap.com/support or any successor portal made available by nxt4ap.
Third-Party Services — Products, services, platforms, APIs, AI models, cloud services, marketplaces, e-invoicing networks, SAP services, Microsoft services, Azure services, Open Source Software or other services provided by third parties and used with or integrated into the Services.
UAT — User acceptance testing or other agreed customer testing phase used to verify readiness for productive use.
2. Contract Formation, Scope and Order of Precedence
2.1. Application of these GTC - These GTC apply to all Services provided by nxt4sap Pte Ltd (UEN: 202411883H), trading as nxt4ap. nxt4ap may trade under the commercial name “nxt4ap”; unless and until the legal entity name is changed with ACRA, the contracting entity remains nxt4sap Pte Ltd.By accessing, purchasing, installing, accepting a Marketplace offer, signing an Order Form or using the Services, the Customer agrees to be bound by the Agreement. If a person accepts the Agreement on behalf of an entity, that person represents that they are authorised to bind that entity.
2.2. Relationship with Marketplace Terms - Where the Services are purchased through Microsoft Marketplace, Microsoft terms govern the transaction, billing, collection, invoicing, tax treatment and Marketplace mechanics between Microsoft and the Customer. These GTC govern the underlying commercial, technical and legal relationship between nxt4ap and the Customer for the Services. Nothing in these GTC modifies Microsoft terms or imposes obligations on Microsoft. If Microsoft terms require a different process for purchase, cancellation, payment dispute, tax treatment or subscription management, the Customer shall follow that process for the Marketplace transaction.
2.3. Order of Precedence - If there is a conflict between documents forming the Agreement, the following order of precedence applies, unless the later document expressly states that it overrides a higher-ranked document: (a) a signed Subscription Agreement or Order Form; (b) an accepted Private Offer or Marketplace commercial terms for pricing and billing matters; (c) a Statement of Work for Professional Services scope; (d) these GTC; (e) Documentation; and (f) purchase orders or customer procurement documents.Any Customer purchase order, portal terms, vendor onboarding terms, invoice terms or other Customer document is for administrative convenience only and does not modify the Agreement unless expressly signed by authorised representatives of both parties and identified as an amendment to the Agreement.
2.4. No Consumer Use - The Services are provided for business and enterprise use only. The Customer represents that it is not purchasing the Services as a consumer.
2.5. Affiliates - Customer Affiliates may use the Services only to the extent expressly permitted in the applicable Order Form or Marketplace subscription. The Customer remains responsible for all use by its Affiliates and users.
3. Services, Subscriptions and Licence Rights
3.1. Services - nxt4ap provides SAP add-on software and related AI-enabled automation services designed to digitalise and automate finance-related processes in SAP, including accounts payable, e-invoicing, invoice intake, matching, validation, coding, release workflows, reporting, monitoring and related functions.The Services may be delivered as SAP add-ons installed in the Customer SAP Environment, as hosted services, as web applications, through the NXT WebApp Launchpad, through SAP GUI/Fiori/OpenUI5 interfaces, through APIs or through a combination of deployment models.
3.2. Subscription Licence - Subject to the Agreement and payment of all applicable Fees, nxt4ap grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the applicable Subscription Term to access and use the Services and Documentation solely for the Customer internal business operations.The licence is limited to the Services, quantities, territories, environments, business units, Affiliates, usage dimensions and other parameters set out in the applicable Order Form, Subscription Agreement, Marketplace plan or Private Offer.
3.3. Documentation and APIs - The Customer may use Documentation and published APIs solely to implement, operate and support authorised use of the Services. Unpublished APIs, internal interfaces, hidden endpoints, prompts, schemas, system instructions and technical controls may not be accessed or used without nxt4ap prior written consent.
3.4. No Transfer of Ownership - Except for the limited use rights expressly granted, no right, title or interest in the Services, Software, Harness, Skills, NXT Proprietary Data, source code, object code, architecture, methods, models, prompts, schemas, telemetry, Documentation or other nxt4ap Intellectual Property Rights is transferred to the Customer.All rights not expressly granted to the Customer are reserved by nxt4ap and its licensors.
3.5. Included Subscription Services - Unless otherwise stated in the applicable Order Form, the subscription includes access to the licensed Software, Support Portal access, email support, regular software updates, bug fixes and updated Documentation for the applicable Services.
3.6. Excluded Services - Unless expressly included in an Order Form or SOW, the subscription does not include implementation, SAP installation, customer-specific configuration, custom development, consulting, data migration, UAT execution, end-user training, implementation of updates in the Customer Environment, implementation of bug fixes in the Customer Environment, on-site support or services outside the agreed support scope.Excluded Services may be provided as Professional Services under a separate SOW, Marketplace line item, Private Offer or direct invoice.
3.7. Changes to Services - nxt4ap may enhance, modify, update or discontinue features of the Services from time to time, provided that nxt4ap does not materially reduce the core functionality of a paid subscription during its current Subscription Term without offering a reasonable workaround, replacement, credit or termination right.
3.8. Product Roadmaps - Roadmaps, previews, statements of future functionality and similar materials are non-binding and may change. Purchase decisions should be based on currently available functionality unless a future deliverable is expressly committed in a signed Order Form or SOW.
4. Customer Responsibilities and Acceptable Use
4.1. Customer Environment - The Customer is responsible for the Customer Environment, including SAP configuration, master data, company-code settings, tax settings, approval workflows, authorisations, user management, network connectivity, identity provider configuration, Azure subscriptions, Microsoft 365 tenants, mailbox permissions, backups, security controls and any third-party systems used with the Services.nxt4ap may rely on SAP configuration, SAP standard behaviour, master data, BAPI results, OData results, workflow configuration and Customer instructions. nxt4ap is not responsible for errors arising from incorrect, incomplete, outdated or inconsistent Customer Environment configuration or data.
4.2. Cooperation and Access - The Customer shall provide timely access, information, test data, business decisions, approvals, qualified personnel and cooperation reasonably required for nxt4ap to provide the Services, support, maintenance, metering and Professional Services.
4.3. Qualified Users and Administrators - The Customer shall ensure that administrative and support interactions are handled by appropriately trained SAP FI/MM, SAP Basis, IT security or finance personnel, as applicable. The Customer is responsible for all activity under its user accounts and credentials.
4.4. Acceptable Use - The Customer shall comply with the Acceptable Use Policy in Annex D. The Customer shall not use the Services unlawfully, upload malware, interfere with service availability or security, attempt unauthorised access, bypass metering, reverse engineer the Services, extract prompts or use the Services to build or support a competing product.nxt4ap may suspend access to the affected Services if it reasonably believes that Customer use violates the Acceptable Use Policy, creates a security risk, infringes third-party rights, circumvents metering or may cause material harm to nxt4ap, Microsoft, other customers or third parties.
4.5. Customer Data Accuracy - The Customer is responsible for the accuracy, quality, legality, integrity and completeness of Customer Data and for ensuring that it has all rights and consents necessary for Customer Data to be processed through the Services.
4.6. Backups and Retention in Customer Systems - The Customer shall maintain appropriate backups and retention for its Customer Data and SAP records. The Services do not replace the Customer statutory books, accounting system, SAP records, archive, backup or disaster-recovery obligations.
5. Artificial Intelligence, Harness and Skills
5.1. AI-Assisted Services - The Services may use AI Services to extract invoice data, classify documents, match purchase order line items, propose GL coding, identify exceptions, recommend process actions, generate summaries, support users and orchestrate autonomous or semi-autonomous process steps.AI Services are designed to support finance automation in SAP. They are not a substitute for the Customer accounting, tax, legal, compliance, internal-control or management responsibilities.
5.2. AI Output and Customer Responsibility - AI-generated outputs, classifications, coding proposals, matching results, recommendations, summaries and other results are probabilistic and may be incomplete, inaccurate or unsuitable for a particular purpose. Unless expressly agreed otherwise in writing, such outputs do not constitute accounting, tax, legal, audit, regulatory or professional advice.The Customer remains responsible for all accounting entries, tax treatment, statutory filings, invoice approvals, payment decisions, internal controls, regulatory compliance and business decisions made using or in reliance on the Services. Where Customer policies or applicable law require human review, the Customer shall ensure that appropriate review and approval controls are maintained.
5.3. No Foundation Model Training with Customer Data - nxt4ap shall not use Customer Data to train or improve foundation AI models or third-party large language models unless the Customer has expressly agreed in writing.This restriction does not prevent nxt4ap from processing Customer Data as required to provide, secure, support, troubleshoot and meter the contracted Services, or from using aggregated or anonymised operational telemetry that does not identify the Customer or reveal Customer Confidential Information.
5.4. Harness Ownership and Restrictions - The Harness is proprietary to nxt4ap. All Intellectual Property Rights in the Harness, including orchestration logic, agent runtime, system prompts, tool interfaces, Skills framework, guardrails, schemas, evaluation logic, monitoring, telemetry and know-how, remain owned by nxt4ap.The Customer shall not copy, extract, reverse engineer, reconstruct, modify, decompile, prompt-inject, bypass, expose, reuse or commercialise the Harness or any part of it except to the limited extent required for authorised use of the Services.
5.5. Skills and Customer Extensions - Skills developed by nxt4ap, or developed as product functionality within the nxt4ap platform, Harness, /NEXT/ namespace or proprietary runtime, are nxt4ap Intellectual Property unless otherwise agreed in writing.Customer-specific business logic, workflows, mappings, reports, SAP customising, integrations and developments that are independent of the Harness and do not reproduce nxt4ap proprietary technology remain the Customer Intellectual Property, subject to nxt4ap underlying rights in the Services.Where the Customer or its contractor develops a Skill or Customer Extension that interfaces with the Harness through authorised extension points, the Customer retains ownership of its separable business logic and customer-specific materials. The Customer grants nxt4ap a non-exclusive, worldwide, royalty-free licence during the Subscription Term to host, run, monitor, support, maintain and use that Skill or Customer Extension solely to provide the Services to the Customer.Where a development directly modifies, embeds into, derives from or extends proprietary Harness functionality, nxt4ap prompts, orchestration logic, proprietary APIs, product schemas or the /NEXT/ namespace, the parties shall agree ownership and licence terms in writing before productive use. In the absence of such agreement, nxt4ap owns the platform, framework and generic product components, and the Customer owns only its separable Customer Data and customer-specific business rules.
5.6. No Circumvention or Competing Use - The Customer shall not use the Harness, Skills, NXT Proprietary Data, outputs, logs, schemas, prompts, telemetry, metering artefacts or Documentation to recreate, substitute, avoid, replicate, reduce the need for, benchmark against or compete with paid nxt4ap subscriptions, modules, Skills, analytics services, process-mining services or other offerings.
5.7. Third-Party AI and Cloud Services - AI Services may use Third-Party Services such as Azure AI Document Intelligence, Azure OpenAI, Microsoft Graph, SAP services or other providers. Third-Party Services are subject to their own terms, availability, limitations and service levels. nxt4ap is responsible for its own configuration and orchestration of such services, but not for third-party platform failures outside nxt4ap reasonable control.
5.8. AI Availability and Fallbacks - Where an AI Service is unavailable, degraded or produces low-confidence results, the Services may route items to manual review, exception handling or fallback processing. Such routing does not constitute a breach if the Services remain substantially functional or the issue arises from third-party availability, Customer Environment constraints or data quality issues.
6. Third-Party Services, SAP Environment and Customer Systems
6.1. Third-Party Terms - Third-Party Services used with the Services are governed by the terms of the relevant third-party provider. The Customer shall comply with those terms where it contracts directly with the provider or uses its own tenant, subscription, licence or account.
6.2. Microsoft, Azure and Marketplace - Where Microsoft services are used, Microsoft terms govern Microsoft services, Azure resources, Marketplace purchase mechanics, invoicing, payment, collection and any Microsoft commitments. nxt4ap is not Microsoft agent and cannot modify Microsoft terms.
6.3. SAP Environment - The Customer is responsible for maintaining supported SAP releases, components, patches, authorisations, BAPI availability, OData services, certificates, connectivity, user roles and technical prerequisites. nxt4ap may publish minimum system requirements and may condition support on compliance with those requirements.
6.4. Open Source Software - The Software may include Open Source Software components. Open Source Software is licensed under its applicable open-source licence terms. To the extent required by such licences, those terms govern the Customer use of the relevant component. Open Source Software is provided without warranties from the open-source contributors.
6.5. Customer Third-Party Integrations - If the Customer requests integration with a third-party system, network, access point, portal or provider, the Customer is responsible for obtaining required licences, access rights, credentials, consents and connectivity, unless expressly stated otherwise in an Order Form or SOW.
7. Support, Maintenance and Professional Services
7.1. Maintenance - During the applicable Subscription Term, nxt4ap will use commercially reasonable efforts to maintain the Services, provide updates, correct reproducible defects and maintain compatibility with supported SAP and cloud environments in accordance with published system requirements.
7.2. Updates - nxt4ap may provide updates, patches, hotfixes and new releases. The Customer is responsible for implementing updates in the Customer Environment unless implementation services are purchased. nxt4ap may require the Customer to apply updates to remain on a supported release.
7.3. Support Channels - Support is provided through email and the Support Portal. The Support Portal supplements email support and may be used to raise, update, track and report on support requests.
7.4. Support Portal Users - Unless otherwise agreed, each Customer may register up to three named Support Portal users. Each user must authenticate through a valid Microsoft or Google account or other supported identity provider. The Customer is responsible for keeping authorised users current and for all activity under those accounts.
7.5. SLA Categories - Support response categories and response targets are set out in Annex A. Response targets are response commitments only and do not guarantee resolution time.
7.6. Professional Services - Professional Services are provided under a SOW, Order Form, Marketplace line item, Private Offer or direct invoice. Unless expressly agreed as fixed price, Professional Services are provided on a time-and-materials basis.Professional Services may include solution design, implementation, configuration, SAP installation, testing support, UAT support, training, go-live support, documentation, process analysis, custom development and change requests.
7.7. Working Hours and Expenses - Unless otherwise agreed, Professional Services are performed Monday to Friday, 9:00 to 18:00 in the applicable project time zone. Work outside standard hours, weekend work, public-holiday work, travel time and expenses may be charged in accordance with the applicable SOW or nxt4ap standard rates.
7.8. Acceptance of Professional Services - Deliverables are deemed accepted when the Customer confirms acceptance, starts productive use, or fails to provide a written rejection specifying material non-conformity within ten (10) Business Days after delivery, unless a different acceptance process is stated in the SOW.
8. Fees, Marketplace Billing, Metering, Taxes and Payment
8.1. Fees and Pricing - Fees are stated in the applicable Order Form, Subscription Agreement, Marketplace listing, Private Offer, SOW or invoice. Fees may be fixed, committed, usage-based, metered, volume-based or a combination of these models.
8.2. Marketplace Billing as Default Channel - Unless expressly agreed otherwise in writing, the Services are transacted, invoiced and collected through Microsoft Marketplace, with Microsoft acting as Merchant of Record for the Marketplace transaction to the extent provided by Microsoft terms.nxt4ap may make the Services available through public Marketplace listings, customer-specific Private Offers or multiparty private offers. Customer-specific discounts are reflected in the applicable Private Offer or written commercial terms.
8.3. Microsoft Billing Terms - For Marketplace transactions, Microsoft billing, invoicing, payment, tax, collections, cancellation and subscription-management terms apply between Microsoft and the Customer. The Customer obligation to pay Marketplace invoices is governed by its Microsoft agreement, such as an Enterprise Agreement, Microsoft Customer Agreement or other applicable Microsoft purchasing arrangement.
8.4. Direct Billing Exception - If the Customer cannot transact through Microsoft Marketplace or the parties expressly agree direct billing, nxt4ap may invoice the Customer directly. Unless otherwise agreed, direct invoices are payable within seven (7) days from the invoice date, without set-off or deduction, in the currency stated on the invoice. The Customer shall ensure that nxt4ap receives the full invoiced amount in that currency and shall bear all bank charges, transfer fees, intermediary-bank fees, currency-conversion costs and other payment-related charges, together with any applicable taxes and withholding.
8.5. Volume Commitments - Committed volumes, prepaid quantities and volume discounts apply only as stated in the applicable Order Form or Private Offer. Unless otherwise agreed, committed volumes expire after twelve (12) months and do not carry forward. Unused committed volumes are non-refundable.
8.6. Metering Consent - The Customer consents to nxt4ap collecting, generating, processing and submitting Metering Data to Microsoft or using Metering Data for direct billing, reconciliation, reporting and audit purposes.Metering Data may include document counts, transaction counts, billing dimensions, usage events, processing status, entitlement data, subscription identifiers, timestamps and operational counters necessary to determine Fees and produce billing reports.
8.7. Metering Operations - The Customer shall not disable, modify, obstruct, delay, tamper with or bypass metering, entitlement validation, usage-measurement, reporting or billing mechanisms. The Customer shall maintain required connectivity and logs to allow usage events to be captured and reported within applicable Marketplace reporting windows.
8.8. Metering Records and Reconciliation - nxt4ap records of Metering Data and submitted usage events are the primary basis for usage-based Fees. nxt4ap will provide reasonable usage reports upon request and the parties will cooperate in good faith to resolve discrepancies. Undisputed amounts remain payable while a discrepancy is reviewed.
8.9. Audit of Metering - Upon reasonable prior written notice and no more than once in any twelve-month period, except where circumvention or material under-reporting is reasonably suspected, nxt4ap or an independent auditor bound by confidentiality may verify compliance with metering obligations during normal business hours and in a manner designed to minimise disruption. If under-reporting exceeds five percent (5%) or metering was disabled or circumvented, the Customer shall pay underbilled Fees and reasonable verification costs.
8.10. Taxes - For Marketplace transactions, taxes are handled according to Microsoft Marketplace tax practices and Microsoft terms. For direct billing, Fees are exclusive of VAT, GST, withholding tax, sales tax, duties and similar charges unless stated otherwise. The Customer is responsible for all taxes except taxes based on nxt4ap net income. If withholding is required by law, the Customer shall gross up payment unless prohibited by law or unless the parties agree a valid tax-reduction process.
8.11. Late Payment and Suspension - For Marketplace transactions, non-payment is handled through Microsoft processes and may result in suspension or cancellation of the Marketplace subscription. For direct billing, late payment may result in interest, suspension of Services and recovery costs, without prejudice to any other rights.
8.12. Pricing Changes - nxt4ap may modify pricing for future subscription periods, renewals, Marketplace offers or new orders upon at least ninety (90) days prior notice, unless the applicable Order Form or Private Offer states otherwise.
9. Data Protection, Confidentiality and Security
9.1. Customer Data Ownership - As between the parties, the Customer retains all rights in Customer Data. The Customer grants nxt4ap and its subprocessors a non-exclusive licence to process Customer Data solely as necessary to provide, secure, support, maintain, meter, improve and enforce the Services and the Agreement.
9.2. Data Processing Roles - Where nxt4ap processes Personal Data on behalf of the Customer, the Customer acts as controller or organisation and nxt4ap acts as processor or data intermediary, as applicable under Applicable Data Protection Laws. The data processing terms in Annex B apply where required by law or where Personal Data is processed as part of the Services.
9.3. Data Processing Agreement - Where a separate Data Processing Agreement or addendum is required by law, the parties shall execute it or incorporate Annex B by reference. If there is a conflict between Annex B and this Section 9 regarding Personal Data processing, Annex B prevails for Personal Data processing matters.
9.4. Subprocessors - nxt4ap may engage subprocessors and Third-Party Services to provide the Services. nxt4ap remains responsible for subprocessors it appoints to the extent required by Applicable Data Protection Laws and shall impose appropriate confidentiality and data-protection obligations. A current subprocessor list will be made available upon request where required by law or enterprise procurement process.
9.5. Security Measures - nxt4ap shall maintain commercially reasonable technical and organisational measures designed to protect Customer Data processed by nxt4ap against unauthorised access, loss, alteration and disclosure. Such measures may include encryption in transit, access controls, least privilege, logging, vulnerability management, secure development practices and incident response processes, taking into account the nature of the Services and Customer deployment model.
9.6. Customer Security Responsibilities - The Customer is responsible for security within the Customer Environment, including SAP authorisations, user provisioning, identity provider configuration, mailbox permissions, Azure configuration, firewall rules, endpoint security, backups and incident response for Customer systems.
9.7. Security Incidents and Data Breaches - nxt4ap shall notify the Customer without undue delay after confirming a security incident affecting Customer Data processed by nxt4ap, and shall provide reasonable information and cooperation required for the Customer to meet its legal obligations. Notifications to regulators and affected individuals remain the Customer responsibility unless applicable law requires nxt4ap to notify directly.
9.8. Confidentiality - Each party shall protect the other party Confidential Information using at least reasonable care and shall use it only for purposes of the Agreement. Confidential Information may be disclosed to Affiliates, employees, contractors, advisers and service providers who need to know it and are bound by confidentiality obligations at least as protective as these GTC.
9.9. Confidentiality Exceptions - Confidentiality obligations do not apply to information that is publicly available without breach, already known without restriction, independently developed without use of Confidential Information, rightfully received from a third party without restriction, or required to be disclosed by law, provided that the receiving party gives prompt notice where legally permitted and limits disclosure to what is required.
9.10. NXT Proprietary Data as Confidential Information - NXT Proprietary Data, including the Harness, Skills framework, prompts, schemas, metering artefacts, process semantics and technical logic, is nxt4ap Confidential Information and trade secret/proprietary know-how. Confidentiality and use restrictions for NXT Proprietary Data survive for so long as it remains confidential, a trade secret or protected by applicable law.
9.11. Business Continuity and Disaster Recovery - nxt4ap shall maintain reasonable business continuity and disaster recovery arrangements appropriate to the nature of the Services and deployment model. The Customer remains responsible for disaster recovery, backups and continuity of the Customer Environment.
9.12. Post-Termination Data Handling - Upon termination, nxt4ap will return, make available or delete Customer Data in its possession or control in accordance with the Agreement, technical feasibility and legal retention obligations. Customer Data stored in the Customer Environment remains under Customer control.
10. Intellectual Property Rights and Proprietary Data
10.1. nxt4ap Intellectual Property - nxt4ap and its licensors retain all Intellectual Property Rights in the Services, Software, Harness, Skills, NXT Proprietary Data, Documentation, prompts, schemas, models, methods, workflows, integration patterns, code, libraries, product improvements, generic enhancements, APIs, telemetry, metering logic and know-how, whether developed before, during or after the Agreement.
10.2. Customer Intellectual Property - The Customer retains all rights in Customer Data and in Customer materials, business rules, customer-specific configurations and Customer Extensions to the extent they do not incorporate or derive from nxt4ap Intellectual Property Rights.
10.3. Product Improvements - Any enhancement, bug fix, feature, generic connector, product improvement, Skill, framework component or reusable development created by or for nxt4ap, including where informed by Customer feedback or implementation experience, is owned by nxt4ap, excluding Customer Data and Customer Confidential Information.
10.4. Modifications in /NEXT/ Namespace - Modifications, enhancements or developments made in the /NEXT/ namespace or within nxt4ap proprietary product code require nxt4ap prior written consent. Unless otherwise agreed in writing, nxt4ap owns product-level modifications and the Customer receives only the licence rights expressly granted under the Agreement. Customer-specific business logic remains subject to Section 5.5 and 10.2.
10.5. Restrictions on NXT Proprietary Data - The Customer may use NXT Proprietary Data only to the limited extent strictly necessary to access and operate the Services and receive Derived Output for internal business purposes.The Customer shall not extract, replicate, publish, commercialise, use for data warehousing, use for process mining outside the Services, train models on, reconstruct, reverse engineer, benchmark, disclose or create competing services from NXT Proprietary Data without nxt4ap express written consent.
10.6. Derived Output - The Customer may use Derived Output generated for it for internal business purposes. Derived Output does not include the underlying NXT Proprietary Data, schemas, prompts, processing logic, mappings, status architecture, assignment models, event taxonomies or technical design used to generate it.
10.7. Feedback - The Customer may provide suggestions, ideas, requests or feedback. The Customer grants nxt4ap a perpetual, irrevocable, worldwide, royalty-free licence to use feedback for any purpose without restriction or payment, provided that nxt4ap does not disclose Customer Confidential Information.
10.8. Benchmarking and Public Reports - The Customer shall not publish or disclose performance tests, benchmark results, pricing comparisons, security assessments or competitive analyses relating to the Services without nxt4ap prior written consent, except to the extent disclosure is required by law.
10.9. Trademarks and Publicity - Neither party may use the other party name, logo or trademarks in marketing without prior written consent. nxt4ap may identify the Customer as a customer only with the Customer prior written consent or where already publicly announced by the Customer.
10.10. IP Infringement Claims - If the Services become, or in nxt4ap reasonable opinion are likely to become, subject to a third-party IP infringement claim, nxt4ap may at its option procure continued use rights, modify the Services, replace the affected functionality with substantially equivalent functionality, or terminate the affected Services and provide a pro-rata refund of prepaid unused Fees for the terminated period. This Section states the Customer exclusive remedy for third-party IP infringement claims relating to the Services, subject to Section 12.
11. Warranties, Disclaimers and Remedies
11.1. Authority - Each party warrants that it has the power and authority to enter into the Agreement and perform its obligations.
11.2. Software Warranty - For standard Software, nxt4ap warrants for twelve (12) months from the first productive use or four (4) weeks after successful UAT, whichever is earlier, that the Software will materially conform to the applicable Documentation when used in accordance with the Agreement and system requirements.
11.3. Custom Development Warranty - For custom developments, nxt4ap warrants for one (1) month from acceptance or productive use, whichever is earlier, that the deliverable will materially conform to the agreed SOW specifications.11.4. Professional Services Warrantynxt4ap warrants that Professional Services will be performed with reasonable skill and care in accordance with industry-standard practices.
11.5. Remedies - For breach of warranty, nxt4ap will use commercially reasonable efforts to correct the defect, provide a workaround, re-perform defective Professional Services or, if the issue cannot be reasonably remedied, terminate the affected Services and refund prepaid unused Fees for the affected period. These remedies are the Customer exclusive remedies for warranty breach.
11.6. Warranty Exclusions - Warranties do not apply to issues caused by Customer Data, Customer Environment, unsupported releases, unauthorised modifications, misuse, third-party failures, SAP configuration, failure to apply updates, external systems, force majeure or use outside the Agreement.
11.7. AI Disclaimer - AI Services, outputs and recommendations are provided as decision-support capabilities. nxt4ap does not warrant that AI outputs will be error-free, complete, legally compliant for all jurisdictions, or suitable for every accounting, tax or business scenario.11.8. General DisclaimerExcept as expressly stated in the Agreement and to the maximum extent permitted by law, the Services are provided “as is” and “as available”, and nxt4ap disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation and error-free performance.
12. Limitation of Liability and Indemnity
12.1. Liability Cap - To the maximum extent permitted by law, the aggregate liability of nxt4ap arising out of or in connection with the Agreement shall not exceed the total Fees paid or payable by the Customer for the affected Services during the twelve (12) months preceding the event giving rise to the claim.1
2.2. Excluded Damages - To the maximum extent permitted by law, neither party shall be liable for indirect, consequential, incidental, special, exemplary or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity, data or business interruption, whether in contract, tort, negligence, breach of statutory duty or otherwise, even if advised of the possibility of such damages.
12.3. Carve-Outs - The liability cap and excluded damages do not limit liability for fraud, wilful misconduct, death or personal injury caused by negligence, payment obligations, breach of confidentiality, misuse of Intellectual Property Rights, unauthorised use of NXT Proprietary Data, circumvention of metering, or liability that cannot be limited under applicable law.
12.4. Customer Indemnity - The Customer shall indemnify nxt4ap against third-party claims, losses, liabilities, penalties, costs and expenses arising from Customer Data, Customer Environment, unauthorised use of the Services, breach of Acceptable Use Policy, infringement caused by Customer modifications or integrations, failure to comply with law, or breach of export control or sanctions obligations.
12.5. Damage Mitigation - Each party shall take reasonable steps to mitigate damages. The Customer shall promptly notify nxt4ap of defects, security issues, suspected metering errors and claims so that nxt4ap may investigate and mitigate impact.
12.6. Allocation of Risk - The limitations in this Section form an essential basis of the bargain and apply regardless of the form of action, including contract, tort, negligence, strict liability and statutory claims.13. Term, Renewal, Suspension and Termination
13.1. Term - The Agreement begins on the Effective Date and continues until all subscriptions, SOWs and payment obligations have expired or been terminated.
13.2. Subscriptions and Renewal - Subscriptions renew, expire or terminate according to the applicable Order Form, Marketplace subscription, Private Offer or Microsoft terms. For nxt4ap own products without minimum terms or committed volumes, the Customer may reduce or stop usage at any time subject to Marketplace subscription mechanics, payment of accrued Fees and any committed volumes.
13.3. Termination for Cause - Either party may terminate the affected Services or Agreement for material breach if the breach is not cured within thirty (30) days after written notice. If the breach cannot reasonably be cured or creates urgent security, IP, confidentiality, metering or legal risk, nxt4ap may suspend or terminate affected Services immediately upon notice.
13.4. Material Breaches - Breach of licence restrictions, Acceptable Use Policy, confidentiality, NXT Proprietary Data restrictions, Harness restrictions, Skills restrictions, payment obligations, metering obligations, export controls or sanctions obligations constitutes a material breach.
13.5. Suspension - nxt4ap may suspend access to affected Services if required by law, if Microsoft suspends or cancels the Marketplace subscription, if undisputed direct Fees are overdue, if Customer use creates security or operational risk, if metering is disabled or if Customer use breaches the Agreement. nxt4ap will use reasonable efforts to limit suspension to affected Services where practicable.
13.6. Consequences of Termination - Upon termination, the Customer shall stop using the terminated Services, pay all accrued Fees, return or destroy nxt4ap Confidential Information upon request, and cease access to Software, Harness, Skills and NXT Proprietary Data except as required by law or expressly agreed for wind-down.
13.7. Survival - Sections concerning payment, metering reconciliation, confidentiality, data protection, Intellectual Property Rights, NXT Proprietary Data, licence restrictions, liability, indemnity, dispute resolution, audit, taxes, survival and provisions that by nature should survive shall survive termination or expiry.
14. Compliance, Export Controls, Sanctions and Anti-Bribery
14.1. Compliance with Laws - Each party shall comply with laws applicable to its performance under the Agreement. The Customer is responsible for laws applicable to its industry, accounting processes, tax treatment, invoice processing, payments, data retention and use of the Services in its jurisdictions.
14.2. Export Controls and Sanctions - The Customer shall comply with applicable export control, import, re-export, sanctions and trade compliance laws, including those of Singapore, the United States, the European Union, the United Kingdom and the United Nations where applicable. The Customer shall not use, export, re-export, transfer or make the Services available to sanctioned persons, restricted entities or embargoed destinations.
14.3. Anti-Bribery and Anti-Corruption - Each party shall comply with applicable anti-bribery and anti-corruption laws. The Customer shall not use the Services in connection with unlawful payments, bribery, corruption, money laundering, fraud or sanctions evasion.
14.4. Regulated UseThe Customer is responsible for determining whether the Services are suitable for regulated use cases and for implementing required controls, approvals, audit trails and human oversight.
14.5. Government Requests - If nxt4ap receives a legally binding request for Customer Data, nxt4ap will, where legally permitted, notify the Customer and provide reasonable cooperation. nxt4ap may comply with legal obligations and protect its legal interests.
15. Governing Law and Dispute Resolution
15.1. Governing Law - The Agreement is governed by the laws of Singapore, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2. Marketplace Billing DisputesBilling disputes concerning amounts invoiced and collected by Microsoft through Microsoft Marketplace are, in the first instance, subject to Microsoft applicable terms and dispute processes. This does not affect the governing law or dispute resolution for the underlying Agreement between nxt4ap and the Customer.
15.3. Amicable ResolutionBefore commencing arbitration, the parties shall attempt in good faith to resolve disputes through senior-level discussions, unless urgent injunctive relief is required.
15.4. Arbitration - Any dispute, controversy or claim arising out of or relating to the Agreement, including its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force when arbitration is commenced. The seat of arbitration shall be Singapore. The language of arbitration shall be English. The tribunal shall consist of one arbitrator unless the parties agree otherwise or the SIAC Rules require otherwise.
15.5. Confidentiality of Proceedings - Arbitration proceedings, submissions, evidence, orders and awards shall be confidential except to the extent disclosure is required by law, enforcement, regulatory obligations or professional advisers bound by confidentiality.
15.6. Equitable Relief - Nothing prevents either party from seeking urgent injunctive, equitable or interim relief from a competent court to protect Confidential Information, Intellectual Property Rights, NXT Proprietary Data, security, metering or legal compliance.
16. Miscellaneous
16.1. Notices - Notices must be in writing and delivered to the addresses or email contacts stated in the Order Form or otherwise notified by a party. Notices are deemed delivered when received, except that notices of legal proceedings must be delivered by courier or other method permitted by applicable law.
16.2. AssignmentThe Customer may not assign or transfer the Agreement without nxt4ap prior written consent. nxt4ap may assign the Agreement to an Affiliate or in connection with merger, acquisition, corporate reorganisation, financing, sale of assets or transfer of business, provided the assignee assumes nxt4ap obligations.
16.3. Force Majeure - Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including natural disasters, war, civil unrest, terrorism, government action, labour disputes, power failure, network failure, cloud-provider failure, cyberattack not caused by the affected party lack of reasonable care, epidemic or pandemic. The affected party shall notify the other party and use reasonable efforts to mitigate. If force majeure continues for more than ninety (90) days, either party may terminate affected Services upon notice.
16.4. Amendments - Amendments must be in writing and accepted by authorised representatives of both parties, except that Marketplace commercial terms may be amended by issuing and accepting a revised Marketplace offer or Private Offer. Email or electronic acceptance may satisfy the writing requirement if the parties agreement is clear and verifiable.
16.5. Electronic Signatures - Electronic signatures and electronic acceptance are valid and binding to the maximum extent permitted by law.
16.6. Severability - If any provision is invalid, illegal or unenforceable, the remaining provisions remain in effect. The parties shall replace the invalid provision with a valid provision that most closely reflects the original commercial intent.
16.7. Waiver - A waiver must be in writing and signed by the waiving party. Failure or delay to enforce a right is not a waiver.
16.8. Independent ContractorsThe parties are independent contractors. The Agreement does not create a partnership, joint venture, employment, franchise, fiduciary or agency relationship.
16.9. No Third-Party Beneficiaries - Except for licensors and service providers entitled to protection of their rights, the Agreement does not confer rights on third parties.
16.10. Entire Agreement - The Agreement constitutes the entire agreement between the parties regarding the Services and supersedes prior proposals, discussions and agreements concerning the same subject matter.
Annex A - Support Policy and SLA Categories
This Annex forms part of the GTC unless superseded by a customer-specific support agreement.
A.1. Support Channels - Support is available through email and the Support Portal. Support requests should include affected system, environment, reproduction steps, screenshots/logs where available, business impact and contact person.
A.2. Support Window - Unless otherwise agreed, standard support is available Monday 00:00 to Friday 24:00 Singapore time, excluding Singapore public holidays. Customer-specific regional arrangements may be agreed in an Order Form or SOW.
Category 1 – Critical — Target response: 4 support hours
Production outage or critical malfunction with severe business impact and no reasonable workaround. Examples: service unavailable; core invoice processing unavailable; material security incident.
Category 2 – Significant — Target response: 10 support hours
Major feature malfunction or severe performance issue with workaround or limited business impact. Examples: specific process blocked; repeated error for important invoice class; material integration issue.
Category 3 – Minor — Target response: 20 support hours
Non-critical defect, question, configuration issue or cosmetic problem. Examples: UI issue; documentation question; low-impact bug.
A.3. No Resolution Guarantee - Response targets are not resolution guarantees. Resolution depends on reproducibility, Customer cooperation, Customer Environment, third-party services, SAP behaviour and severity.
A.4. Exclusions - Support excludes on-site support, custom code not maintained by nxt4ap, unsupported versions, unauthorised modifications, Customer Environment issues, third-party failures, SAP configuration errors and services outside the subscription.
Annex B - Data Processing Terms
B.1. Scope - This Annex applies where nxt4ap processes Personal Data on behalf of the Customer in connection with the Services.
B.2. Processing Instructions - nxt4ap shall process Personal Data only on documented Customer instructions, including the Agreement, unless required by law. If nxt4ap believes an instruction violates Applicable Data Protection Laws, it shall inform the Customer unless prohibited by law.
B.3. Subject Matter and Duration - The subject matter is provision of the Services. The duration is the term of the Agreement plus any post-termination retention required by law or agreed for exit purposes.
B.4. Types of Personal Data - Personal Data may include business contact details, user account data, invoice-related personal data, supplier contact data, employee names in approval workflows, system logs and other Personal Data contained in Customer Data.
B.5. Categories of Data Subjects - Data subjects may include Customer employees, contractors, approvers, supplier representatives, business contacts, system users and other individuals whose Personal Data appears in Customer Data.
B.6. Security and Confidentiality - nxt4ap shall implement appropriate security measures and ensure personnel authorised to process Personal Data are bound by confidentiality obligations.
B.7. Subprocessors - nxt4ap may use subprocessors to provide the Services. nxt4ap shall impose data-protection obligations on subprocessors materially consistent with this Annex. Where required by law, nxt4ap will provide notice of material subprocessor changes and allow the Customer to object on reasonable data-protection grounds.
B.8. Data Subject Requests - nxt4ap shall provide reasonable assistance to the Customer for data subject requests, taking into account the nature of processing and the Customer control over Customer Data.
B.9. Breach Assistance - nxt4ap shall notify and assist the Customer in accordance with Section 9.7. The Customer remains responsible for determining whether notification to regulators or individuals is required unless applicable law imposes direct obligations on nxt4ap.
B.10. International TransfersWhere Personal Data is transferred internationally, the parties shall implement legally required transfer mechanisms, such as standard contractual clauses, equivalent safeguards or other permitted mechanisms.
B.11. Deletion or ReturnUpon termination, nxt4ap shall delete or return Personal Data in its possession or control unless retention is required by law or is technically necessary for backups, security, audit or dispute purposes, in which case confidentiality and security obligations continue.
Annex C. Marketplace Billing and Metering Schedule
C.1. Marketplace PurchaseThe Customer may purchase the Services through Microsoft Marketplace via public listing, Private Offer or multiparty private offer where available. The Customer is responsible for ensuring that its Microsoft billing account, permissions, policies and subscription settings permit purchase.
C.2. Metering DimensionsMetering dimensions may include parked documents, processed documents, transactions, invoices, company codes, users, mailboxes, AI-agent executions, process events, data volume or other dimensions stated in the Marketplace plan or Order Form.
C.3. Usage Reportingnxt4ap may report usage events to Microsoft through the Marketplace Metering Service or successor APIs. The Customer shall not interfere with the generation or submission of usage events.
C.4. ReconciliationIf Microsoft invoiced usage materially differs from nxt4ap usage reports, the parties will cooperate to investigate. Microsoft records and Marketplace dispute processes may control Marketplace invoice adjustments.
C.5. MACCWhere eligible under Microsoft rules, Marketplace purchases may count toward the Customer Microsoft Azure Consumption Commitment. nxt4ap does not warrant MACC eligibility unless expressly stated in a Private Offer.
Annex D. Acceptable Use Policy
The Customer shall not, and shall not permit any user, Affiliate, contractor, partner or third party to:
•use the Services for unlawful, fraudulent, harmful or deceptive purposes;
•upload, transmit or introduce malware, malicious code, harmful scripts or corrupted files;
•perform vulnerability scans, penetration tests, load tests or security testing without nxt4ap prior written consent;
•attempt to gain unauthorised access to the Services, other customers data, nxt4ap systems or third-party systems;
•interfere with, disrupt, overload or degrade the Services or related infrastructure;
•circumvent, disable or tamper with authentication, authorisation, security, logging, metering, usage-measurement or billing controls;
•reverse engineer, decompile, disassemble, reconstruct, extract prompts from, scrape, crawl or otherwise attempt to derive source code, models, schemas, algorithms, prompts, taxonomies, logic or NXT Proprietary Data;
•use the Services, Harness, Skills, outputs or NXT Proprietary Data to develop, train, support or operate a competing product, process-mining engine, AI agent framework, invoice automation product or substitute service;
•use AI Services to make decisions that legally require human judgement without implementing required human review;•upload data for which the Customer lacks lawful rights, consents or authority;
•infringe third-party Intellectual Property Rights, privacy rights or confidentiality obligations;
•use the Services in breach of export controls, sanctions, anti-bribery, anti-money laundering or similar laws.