Optional Service Terms - Long Term Document Archiving Feature

The Long Term Document Archiving Feature on the Ariba Network(the "LTDA Service") is an optional Service governed under the Ariba Network Terms of Use(Suppliers) and this Terms and Conditions Document. These terms are applicable only to Suppliers that utilize the Long Term Document Archiving feature on Ariba Network. These Terms and Conditions do not apply to any Buyer.

1. Availability. Long Term Document Archiving is an optional feature that might be activated by a Supplier administrator in configuration of a Supplier account on the Ariba Network. The feature allows the archiving of electronic invoices issued from certain countries and processed by Ariba Network. The feature is intended to help Suppliers to address invoice retention required by tax authorities in such countries. The list of countries included "(Supported Countries)" and the specified (pre-defined) retention times of the supported countries "(Mandatory Retention Period)", subject to the Relevant Requirements, are set forth on the E-Archiving Supported Countries page. Ariba may update the list at any time, and will send You a notice in advance related to such update if any Support Country is removed or added. You expressly agree that by accepting these Terms of Use or using the Long Term Archiving Service, by default all Your Invoices (as defined above) for the Supported Countries will be archived for the entire duration of the Mandatory Retention Period, unless You (a) cancel your Ariba Network account or such account is terminated by Ariba for breach; or (b) cancel or choose not to renew Your subscription to the Long Term Archiving Service (Subscription Term) midway during the Mandatory Retention Period.

2. Fees. Subscription to use the LTDA Service is available to suppliers with accounts in good standing for use of the Ariba Network, and no additional fees apply (except as expressly provided below for exceptional copies of data on separate storage media). Ariba may change the approach to fees for the LTDA service with advance notice (at least thirty (30) days) of a change, and provided that any increase in fees shall only apply to new documents archived and not to documents archived during a free or lower price period.

3. Access to Archived Invoices. During the Subscription Term, and within the Mandatory Retention Period, Ariba will make available to you the archived Invoices (which can be searched and downloaded from the Ariba Network) in Your name and on Your behalf. It is clarified notwithstanding anything to the contrary elsewhere contained, You acknowledge and agree that (a) in no circumstances will the archived Invoices be available to You beyond the date of expiration of the Subscription Term; (b) to access archived invoices after the expiration or termination of your Subscription Term, You must download all of your archived Invoices prior to such expiration or termination; and (c) Your archived Invoices will be permanently deleted after the expiration or termination of the Subscription Term (and in any event at the end of the Mandatory Retention Period) and cannot thereafter be restored by Ariba or its third party service providers.

4. Legal Compliance. At any point in time during the Subscription Term, but within the Mandatory Retention Period, You will be able to (a) provide Your tax auditor with online access to Your archived Invoices or (b) download the required archived Invoices for presenting or handing over to Your tax auditor. You will remain responsible for understanding, addressing and managing archiving of data or Invoices in accordance with the Exceptions, as necessary. Ariba or its third party service providers will not be responsible in any manner whatsoever for Your failure to understand, address and manage Your archived data in accordance with the Exceptions.

5. Third Parties You acknowledge and agree that to facilitate the long-term archiving process, Ariba obtains services from one or more different third-party archive service providers to store the Invoice data based on the country-specific tax requirements. The current list of the third party archive service providers is available on the E-Archiving Supported Countries page [here], and is subject to change by Ariba. Ariba commits to you that neither Ariba nor its service providers will provide law enforcement or other government agencies with access to any of Your stored data from the archive service except under a valid and enforceable administrative decision or court order. When or to the extent possible under applicable law, Ariba, or its service provider, shall immediately notify You of such access.

6. Your Responsibilities You should regularly consult Your tax advisors in order to take into account any requirements for prior notification, authorization, derogation or any other types of government or law enforcement approval that may be required as a precondition for using the Long Term Archiving Services particularily, if applicable, to inform your local tax authorities about the storage of your invoices outside your domestic country. You are responsible to ensure compliance with local requirements (including, but not limited to, requirements concerning taxation requirements, accounting requirements, invoicing obligations, consequences in relation to VAT and data storage periods).You shall, at Your own expense, obtain and arrange for the maintenance of all governmental licenses, authorizations, declarations, filings and registrations as may be necessary for use of the Long Term Document Archiving Service.

7. Off Boarding

(i)End of the Subscription Term. At the end of the Subscription Term or other termination of your Subscription, Your archived invoice data including attachments and metadata may be either (a) downloaded by You or (b) upon your written request in exceptional cases and at your expense, be provided to You on a storage media (e. g. DVD). The return of the archived invoice data in the manner set forth in this paragraph shall discharge Ariba from its obligation to retain the Archives until end of the Mandatory Retention Period. Your archived data will be permanently deleted after the expiration of the Subscription Term and cannot thereafter be restored by Ariba or its third party service providers.

(ii)During the Subscription Term. During the subscription term, You may download Your archived invoice data anytime through the Ariba Network web interface. In exceptional cases where a download of your archived data is not workable via the Ariba Network web interface, You may receive a copy of Your archived data on a storage media (e. g. DVD) during the subscription term for an additional charge.

(iii)End of Mandatory Retention Period. . Notwithstanding anything to the contrary elsewhere contained, You acknowledge and agree that if the Subscription Term continues till the end of the Mandatory Retention Period, the data will be automatically deleted with prior notification at the end of the Mandatory Retention Period.

8. Data Deletion At any time during the Subscription Term and in exchange for an additional charge, You may request in writing that all of the archived data or a subset thereof (e.g., based on a specific document ID) be permanently deleted from the archive production system. You acknowledge and agree that (a) If You request the return and/or deletion of only a subset of the data in an archive, such request must be precise as prescribed in the documentation and the requested subset of the data will be deleted and the remainder of the data will continue to be archived subject to and in accordance with these terms and (b) the archived data for which the permanent deletion has been requested by You, will be permanently deleted on the termination of the Subscription Term and cannot thereafter be restored by Ariba or its third party service providers.

9. Definitions

"Exceptions"see definition of Relevant Requirements, below.

"Invoices"means electronic invoices, issued by the Ariba Network as described in the Ariba Network Guide to Invoicing and sent to a trading partner on the Ariba Network including invoice attachments, with a seller Bill To address in one of the Supported Countries..

"Subscription Term" means the term of Your Membership in the Ariba Supplier Membership Program (or successor program), as generally renewed on an annual basis.

"Relevant Requirements" for the Long Term Document Archiving Service means requirements regarding security, access, download, integrity and storage period for the archiving of the electronic Invoices in officially published value-added tax (VAT)/goods and services tax (GST) law, general accounting law and commercial law and secondary legislation, as well as with laws and secondary legislation referred to therein, in each of the Supported Countries, but excluding certain exceptions to the rules otherwise applicable to the electronic archiving of invoices in a Supported Country "(Exceptions)". Such Exceptions include, but are not limited to, the following:

a. Real estate; invoices concerning real estate can be subject to much longer archiving periods than invoices for movable goods or services.

b. Pro-longed accounting/fiscal years; invoices belonging to an accounting/fiscal year longer than twelve (12) months.

c. Suspension or extension of storage period; special regulatory measures, certain types of tax audit, revised assessments or criminal investigation can suspend or extend the archiving period.

d. Late tax return filings or late bookings; if tax returns are filed later than the year following the accounting/fiscal period, or later than during the quarter to which the invoice relates, this may lead to prolonged storage periods. This may also be the case for late bookings of invoices.

e. Specific sector rules; specific rules may apply to certain sectors e.g. invoices for telecommunications services may fall under obligations to preserve certain data related to communications for law enforcement purposes.