Oracle Corporation UK Limited G-Cloud Services V Oracle ERP Cloud Service Definition Primary Contact: Secondary Contact: Peter Lambton – Account Manager Debbie Green – ERP Sales Director Email: peter.lambton@oracle.com Email: debbie.green@oracle.com Phone: +44 7717 541344 Phone: +44 7887 897463 Address: Oracle Corporation UK Ltd. Oracle Parkway, Thames Valley Park Reading, Berkshire RG6 1RA Phone: 0118 924 0000 Fax: 0118 924 3000 17/03/2016 TABLE OF CONTENTS Introduction ................................................................................................................................... 4 1. Overview of the G-Cloud Service (functional, non functional) .............................................. 5 Oracle Fusion Financials Cloud Services ...................................................................................... 5 Fusion Financials Cloud Service ................................................................................................................... 5 Fusion Expenses Cloud Service .................................................................................................................... 6 Fusion Advanced Collections Cloud Service ................................................................................................. 6 Fusion Automated Invoice Processing Cloud Service & WebCenter Forms Recognition ............................ 7 Fusion Financial Reports Center Cloud Service............................................................................................ 7 Fusion Transactional Business Intelligence for Financials Cloud Service .................................................... 9 Oracle Fusion Procurement Cloud Services .................................................................................. 9 Fusion Purchasing Cloud Service ................................................................................................................. 9 Fusion Supplier Portal Cloud Service .......................................................................................................... 10 Fusion Sourcing Cloud Service ................................................................................................................... 10 Fusion Procurement Contracts Cloud Service ............................................................................................ 10 Fusion Self Service Procurement Cloud Service ........................................................................................ 11 Fusion Enterprise Contracts Management Base Cloud Service ................................................................. 12 Fusion Transactional Business Intelligence for Procurement Cloud Service .............................................. 12 Oracle Fusion Project Portfolio Management Cloud Services ...................................................... 12 Fusion Project Costing Cloud Service ......................................................................................................... 12 Fusion Project Control Cloud Service .......................................................................................................... 13 Fusion Project Billing Cloud Service ............................................................................................................ 13 Fusion Project Contracts Cloud Service ...................................................................................................... 14 Fusion Project Performance Reporting Cloud Service ................................................................................ 14 Fusion Project Management Cloud Service ................................................................................................ 15 Fusion Project Resource Management Cloud Service ................................................................................ 16 Fusion Task Management Cloud Service .................................................................................................... 17 Fusion Transactional Business Intelligence for Projects Cloud Service ..................................................... 17 Oracle Fusion Supply Chain Management Cloud Services .......................................................... 18 Fusion Inventory Management Cloud Service............................................................................................. 18 Fusion Product Hub Cloud Service ............................................................................................................. 18 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. Information assurance ....................................................................................................... 20 Level of backup/restore and disaster recovery ................................................................... 22 On-boarding and Off-boarding processes/scope etc .......................................................... 23 Pricing ............................................................................................................................... 24 Service management details .............................................................................................. 27 Service constraints ............................................................................................................ 28 Service Levels ................................................................................................................... 29 Financial recompense model for not meeting service levels .............................................. 30 Training ............................................................................................................................. 31 Ordering and invoicing process ......................................................................................... 32 Termination terms .............................................................................................................. 33 Data restoration / service migration ................................................................................... 34 Oracle Service Definition for Oracle ERP Cloud 2 17/03/2016 14. Consumer responsibilities .................................................................................................. 35 15. Technical requirements ..................................................................................................... 36 16. Details of any trial service available ................................................................................... 37 17. Successful Lots ................................................................................................................. 38 Appendix 1 - Oracle - Terms & Conditions of Response .............................................................. 39 Appendix 2 - Oracle Cloud Hosting and Delivery Policies ............................................................ 40 Appendix 3 - Oracle Data Processing Agreement for Oracle Cloud Services .............................. 55 Appendix 4 - Oracle Cloud Services Agreement .......................................................................... 61 Oracle Service Definition for Oracle ERP Cloud 3 17/03/2016 INTRODUCTION The Government Procurement Service on behalf of the G-Cloud Programme issued the fifth iteration for the procurement of Cloud-based IT services – G-Cloud Services 5. Oracle ERP Cloud is pleased to respond to the procurement invitation and this document will cover the Service Definition for the Oracle ERP Cloud. Oracle Service Definition for Oracle ERP Cloud 4 17/03/2016 1. OVERVIEW OF THE G-CLOUD SERVICE (FUNCTIONAL, NON FUNCTIONAL) Overview of Oracle ERP G-Cloud Service Oracle Enterprise Resource Planning (ERP) Applications Cloud Services are a cloud-based integrated suite of modules. These modules can be deployed independently, in conjunction with other Oracle Application Cloud ERP modules, or as part of an integrated suite with Oracle Fusion HCM and Oracle Fusion CRM Cloud Services. The Oracle Applications ERP Cloud Services suite consists of four families of products: Oracle Fusion Financials Cloud Services Oracle Fusion Procurement Cloud Services Oracle Fusion Project Portfolio Management Cloud Services Oracle Fusion Supply Chain Management Cloud Service Below is a description of each of the Oracle Applications Cloud Services within scope of this Service Definition: Oracle Fusion Financials Cloud Services Fusion Financials Cloud Service Oracle Fusion Financials revolutionizes productivity and information access with native, real-time intelligence. Oracle Fusion Financials is a complete financial management solution. It includes a broad suite of capabilities including general ledger, accounts payable, accounts receivable, fixed assets, and cash management that all sit on top of a 100% open, standards-based platform to help customers increase business agility and standardize business processes. Feature Benefit Gain real-time information to live financial data Store large quantities of data that can be accessed quickly for intuitive and immediate decision support Quickly analyze data across multiple business dimensions, complete with drilldowns across hierarchies and to the underlying transactions Simultaneous accounting of multiple reporting requirements Comply with global accounting standards and multiple legislative, industry or geographic requirements Role-based dashboards and Work Areas across all Fusion Automatically push work and transactions that require attention to users from a central location Unique reporting platform that is natively built on top of a multidimensional data model Oracle Service Definition for Oracle ERP Cloud 5 17/03/2016 Immediately take action to resolve issues without having to navigate to separate pages Eliminate the need to run multiple queries or search for data; users know exactly what they need to do the moment they log on Embedded transactional intelligence Complete transactions with greater accuracy and efficiency with access to the most current information within the context of the transactions Extensive spreadsheet integration across finance functions Save on training costs because users can work in a familiar environment that is highly efficient Increase productivity when handling large data volumes Export results from transactional tables or reports to more easily view large amounts of data for easier analysis Instantly communicate with initiators or approvers with a single click to send an instant message or email and obtain other contact information, such as their location and phone number Financial products Embedded Collaboration Fusion Expenses Cloud Service Oracle Fusion Expenses, a component of Oracle Fusion Financials, is a robust travel and expense solution that automates the management of travel spend and establishes policy-driven controls for expense reimbursement. Increase employee productivity and satisfaction with multiple data entry methods, such as spreadsheet templates, web-based templates, mobile device entry and approval, and integration with corporate card transactions—all to expedite expense entry Adapt to the always-on-the-go, mobile workforce with Fusion Mobile Expenses that allows you to record expenses using smartphones. Capture photos of receipts or use voice capture to record expenses to eliminate paper receipts tracking Enforce enterprise-wide policies for travel expenses with proactive metrics, automated audits and analysis of expense trends Flexibly view expenses by management hierarchy, expense category, or policy violation types and frequency to gain immediate visibility to the top spenders in your organization, complete with drill downs so you can review detailed expense receipts and expense policy violations Fusion Advanced Collections Cloud Service A complete solution to improve cash flow, increase collection efficiencies, optimize customer relationships and instill corporate and fiscal discipline Oracle Fusion Advanced Collections, a component of Oracle Fusion Financials, allows you to collect more money faster and with less effort by providing all the information a collector needs to manage delinquent customers. Increase collectors' productivity with prioritized work lists and interactive work status that makes it easy for collection agents to spend more time collecting and resolving account payment issues and less time organizing their work Gain complete visibility of customer information with summarized and detailed views of transactions, correspondence, payments, disputes and adjustments, notes, and key contacts Streamline customer payment disputes and adjustments with definable amount tolerances, integration with Fusion Receivables for fast processing, and automatic notification of approved or rejected requests Oracle Service Definition for Oracle ERP Cloud 6 17/03/2016 Speed customers' payment approvals and keep key stakeholders in the loop by sending dunning notices automatically to multiple contacts Fusion Automated Invoice Processing Cloud Service & WebCenter Forms Recognition Fusion Automated Invoice Processing and Fusion WebCenter Forms Recognition together support out-of-thebox invoice imaging integration. Supplier invoices can be scanned with intelligent document recognition and then automatically routed to the appropriate finance personnel for faster completion, approval, and payment processing. You can view the invoice image directly within Fusion Payables while creating an invoice – so it is easy to complete the task quickly and accurately. Upon saving, the invoice images are automatically linked to the invoice so you can easily view them throughout the invoice’s lifecycle, such as during approval and audit. With the integrated imaging solution and optical character recognition (OCR) capabilities, you can make invoice entry faster, reduce errors and help your company dramatically reduce invoice processing costs, eliminating the need for costly third-party solutions. Fusion Financial Reports Center Cloud Service Oracle Fusion Financial Reports Center a component of Oracle Fusion Financials delivers a unique multidimensional reporting and analysis platform that provides real-time access to financial information. Users can quickly report and analyze data from different perspectives from the same system that is used for operational accounting. Feature Reporting Platform with Embedded Multi-Dimensional Data Model Real-time Updates to MultiDimensional Balances Self-Service Reporting General Accounting Dashboard Benefit Store and organize large quantities of data in a very efficient way that can be accessed and analyzed quickly for intuitive and immediate decision support Perform multi-dimensional analysis from the same system used for operational accounting Eliminate the need for a separate, costly data warehouse where data is only as up-to-date as the last-time data was transferred Always work with the most up-to-the-second data; multidimensional balances are updated when transactions and journals are posted Ensure queries, reports, and analysis are extremely fast as balances are pre-aggregated at every possible summarization level Eliminate the need for dual maintenance of chart of accounts; whenever users create or modify chart of accounts and hierarchies, the changes are automatically updated in the corresponding cube Get the right information when you need it Securely distribute and access live or pre-published financial reports from a central location Reduce dependence on IT Obtain comprehensive view across functional areas from a central page (i.e., journals requiring attention, intercompany transactions that are incomplete, account balances that have Oracle Service Definition for Oracle ERP Cloud 7 17/03/2016 exceeded their thresholds, close status of subledgers and ledgers, etc.) Account Monitor Account Inspector Oracle Hyperion Financial Reporting (FR) Flexible Report Outputs and Integration with MS Office Oracle Hyperion Smart View Allocation Engine and Wizard Increase user productivity by reducing multiple searches and the need to navigate to multiple pages Track the status of self-monitoring processes to help you quickly resolve exceptions, garner approvals and focus on analyzing results Continuously be alerted to sudden changes in account balances based on thresholds you define so you can take corrective action sooner Quickly drill down through multiple levels of summarized balances, view different perspectives of the balance, and even drill back to the originating transaction to investigate the root cause Quickly perform ad hoc ledger queries, multi-dimensional analysis, pivoting, and drill down--all within a web page Make faster, more informed decisions; any changes made to query criteria are instantaneously refreshed with the latest data Manipulate and analyze data within a highly interactive user experience Create boardroom-ready financial statements using a robust, easy-to-use report writer Enrich the understanding of financial results by embedding charts and graphs within reports Analyse results in the output of your choice (HTML, PDF, MS Office) and quickly change the output on-the-fly to address your varying reporting needs View the most up-to-date financial information by refreshing report results directly from MS Office products (e.g., Excel, PowerPoint, Word) Expedite analysis by interactively slicing and dicing data and drilling down to originating transactions within a spreadsheet environment where accountants spend most of their time Perform ad hoc balance queries without the need for IT assistance Analyse data from multiple data sources into the same worksheet (i.e., report and query on data from not only Fusion Financials, but also Oracle Essbase cubes and budget data from Oracle Hyperion Planning) Intuitively create complex allocation formulas with the graphical allocation wizard that helps users step by step Significantly improve performance by allocating pre-summarised balances Retain control and an audit trail Oracle Service Definition for Oracle ERP Cloud 8 17/03/2016 Fusion Transactional Business Intelligence for Financials Cloud Service Real-time Transactional Business Reporting Fusion Transactional Business Intelligence for Financials is a real time, self service reporting solution for Oracle Fusion Financial transactions. With Oracle Business Intelligence Enterprise Edition (Oracle BI EE) as the standard Oracle query and reporting tool, business users are provided an easy-to-use interface to perform current state analysis in Fusion Financials. In ad-hoc reports, business users can also easily drill on predefined hierarchies, enable action links, compose a dashboard, schedule reports or export the data or reports – all in real-time. Real-time access to transactional data Self-service reporting Hundreds of business views to easily create ad hoc queries on transactional data Consistent user experience providing identical tabular, graphical and visualization components Drill downs to live transactions Integration with Data Warehousing metadata Feature Benefit Build Once, Share Everywhere Build dashboards, graphs, or reports and share them with identified users from a single information repository Report from One place Report on all of financial information from a single place Finance Professionals or IT Both IT and finance professionals maintain the ability to create, modify or distribute reports See It How you Want It Whether a user prefers pie charts, funnels or pivot tables they can choose how information is presented, graphically or tabular Oracle Fusion Procurement Cloud Services Fusion Purchasing Cloud Service An integral part of Oracle Fusion Procurement, Oracle Fusion Purchasing provides the next generation application for smarter procurement automation. Oracle Fusion Purchasing enables you to automate purchasing transactions and provides a robust work area for buying professionals to manage exceptions. You can execute routine transactions without manual intervention, increase productivity, and enforce compliance at every step. You can leverage supplier and agreement controls to automate purchase order creation from requisitions and communicate purchase orders to suppliers. This allows you to spend less time processing paper and spend more time discovering and exploiting new savings opportunities. By enabling Centre Driven Procurement, Oracle Fusion Purchasing gives you the flexibility to centralize and decentralize procurement activities based on business need. It enables you to balance the competing objectives of scale and specialization while enforcing compliance with business policies. Oracle Fusion Purchasing also enables you to protect business interests by enforcing negotiated pricing and workflow approvals. It generates purchase orders that automatically use negotiated pricing and terms from supplier agreements. And embedded order and agreement approval rules close compliance gaps while simplifying exception management. So you can be confident that you are maximizing efficiency and getting the right price without compliance gaps. Oracle Service Definition for Oracle ERP Cloud 9 17/03/2016 Fusion Supplier Portal Cloud Service Part of Oracle Fusion Procurement, Oracle Fusion Supplier Portal improves the way you interact and collaborate with suppliers. This dynamic, secure solution provides superior supplier and performance management. Oracle Fusion Supplier Portal enables smarter supplier interactions. It is a browser-based, supplier self-service solution that brings a holistic approach to supplier management by removing communication barriers between you and your suppliers. Improve Supplier Communications with Oracle Fusion Supplier Portal, your suppliers gain access to a secure, integrated work area that provides full visibility to transactions, offers closed loop collaboration, and enables electronic invoicing. Instead of struggling with disparate systems, faxes, emails, or voice messages, suppliers can access a secure work area that provides a complete summary of all transactions that require attention. With just a few clicks, suppliers get the most current status of negotiations, agreements, purchase orders, advance shipment notifications, and invoices. By providing instant access to the most current information -, you can enable them to better serve your business. Key benefits of Oracle Fusion Supplier Portal include Improve communications with suppliers Deliver best in class supplier collaboration Easy supplier setup and support Reduce errors and inquiries Faster issue resolution Fusion Sourcing Cloud Service Part of Oracle Fusion Procurement, Oracle Fusion Sourcing provides for smarter negotiation by leveraging negotiation best practices, driving strategic savings initiatives and achieving bottom-line results Driving sustainable savings is a common goal of procurement organizations. To achieve this goal, you need better tools to manage an increasing number of complex strategic sourcing initiatives. Oracle Fusion Sourcing delivers the structure, tools and information you need to maximize the value of supplier negotiations. As part of the integrated Oracle Fusion Procurement suite, you can negotiate enforceable agreements that comply with policies and deliver realized savings. Key Features of Oracle Fusion Sourcing include Negotiation planning with sourcing calendar, recent activities and recommended actions Guided negotiation creation with reusable negotiation styles and templates Online supplier negotiations Collaboration with key stakeholders Consolidated view of sourcing activities for buyers and suppliers Spreadsheet support for supplier responses and award analysis Award analysis Fusion Procurement Contracts Cloud Service Part of Oracle Fusion Procurement, Oracle Fusion Procurement Contracts enables organisations to gain complete visibility into agreements, shorten cycle-times, and manage contract compliance Standardize Contract Processes Oracle Fusion Procurement Contracts helps you create quality contracts faster and reduce risk with consistent enterprise standards, policies that govern their use, and flexible tools. You can boost contract quality by ensuring that your contract creators adhere to established contracting policies. You can use flexible approval rules to ensure that every contract gets the right amount of review. Oracle Fusion Procurement Contracts expedites the contracting process by automating these rules and policies, enabling your contract authors and legal department to focus energy on higher-value and higher-risk areas while streamlining routine agreements. Oracle Fusion Procurement Contracts allows you execute best practices consistently across all of your contracting activity by establishing a library of standard contract terms and preapproved templates. Oracle Service Definition for Oracle ERP Cloud 10 17/03/2016 Regional administrators can tailor standards for local regulations and translate them to a local language. Templates also provide consistent style and layout. Completed contracts may be output in PDF, hardcopy, or Microsoft Word format for consistent printing or email transmission. Gain Complete Visibility to Contracts Having visibility and staying on top of contract activity helps you maximize the value of negotiated agreements. Oracle Fusion Procurement Contracts allows you to quickly find contracts and related documents through structured search terms, free-text string searches, contract tags, as well as through enterprise-wide search engines. In addition to tracking the legal contract document, you can connect to the underlying purchasing agreement transaction in your execution system. This allows you complete visibility both to the contract itself and to its usage activity. Maximize Compliance and Reduce Contract Risk You will undoubtedly encounter situations in the course of negotiating where you or the supplier needs to change the terms. Oracle Fusion Procurement Contracts captures these updates easily in Microsoft Word and, more importantly, recognizes them as requiring special attention during the review and approval process. You can automatically add additional approvers and summarize the important deviations from standard policy. Also track the deliverables and service level agreements captured in the contract the contract over its life, ensuring you’re realizing the benefits you negotiated. Fusion Self Service Procurement Cloud Service Part of Oracle’s Fusion Procurement suite, Oracle Fusion Self Service Procurement provides a user-friendly approach to managing employee requests for goods and services. Oracle Fusion Self Service Procurement provides the best capabilities of an e-commerce web site with the tools to control spend. This increases the level of satisfaction for your employees, reduces your support cost, and ensures the highest level of compliance. Broaden Self Service Adoption Oracle Fusion Self Service Procurement delivers a friendly user experience that is similar to the best consumer web sites. With little or no training, employees can easily search, use shopping lists, browse categories, and find what they need. This means that for most use cases, there’s less for employees to learn and fewer barriers to success. You can also leverage advanced capabilities for instances where there are requirements such as one-time delivery, accounting splits and project accounting. Fusion Self Service Procurement’s user experience and embedded training changes the dynamics of user acceptance. Ultimately this has a major impact on user satisfaction, which helps drive broader adoption, compliance, and savings. Motivate Good Choices Oracle Fusion Self Service Procurement features embedded Oracle Procurement and Spend Analytics in the context of self-service requisitioning. This gives employees visibility into the quality and performance of approved alternatives at the time of purchase. For example, information on item popularity and lead-times can help users make selections with the highest satisfaction and lowest cost. Likewise, embedded analytics improve visibility to help avoid expediting costs, returns, and provide motivation for improved supplier performance. Catalogues can be partitioned based on item category, browser category, and agreement; ensuring that the best prices and preferred suppliers are easy to find. By providing requestors with the data needed to make informed buying decisions, Oracle Fusion Self Service Procurement motivates users to make smarter choices. Enforce Negotiated Terms and Policy Compliance Oracle Fusion Self Service Procurement helps you enforce compliance with negotiated terms and approval policies. Catalogue management tools help improve compliance with supplier agreements by directing users to preferred suppliers and negotiated prices. Flexible rules can be used to simplify financial accounting using attributes such as amount, commodity and cost centre. Approval workflow rules help enforce controls, close compliance gaps, and simplify exception management. With Oracle Fusion Self Service Procurement, the savings you negotiate with suppliers consistently reach your bottom line Oracle Service Definition for Oracle ERP Cloud 11 17/03/2016 Fusion Enterprise Contracts Management Base Cloud Service Fusion Enterprise Contracts Management Base provides a foundation solution for managing sales, procurement, projects and other contracts. It is a comprehensive offering for standardiing corporate contract policies, improving internal controls, and complying with all contractual obligations and regulatory requirements Oracle Fusion Enterprise Contracts Cloud Base enables you to create legal clauses and templates for both “Buy” and “Sell type contracts. It allows you to create contracts with item lines or without item lines This service underpins both Fusion Procurement Contracts Cloud Service and also Fusion Project Contracts cloud service Fusion Transactional Business Intelligence for Procurement Cloud Service Real-time Transactional Business Reporting Fusion Transactional Business Intelligence for Procurement is a real time, self service reporting solution for Oracle Fusion Procurement transactions. With Oracle Business Intelligence Enterprise Edition (Oracle BI EE) as the standard Oracle query and reporting tool, business users are provided an easy-to-use interface to perform current state analysis in Fusion Procurement. In ad-hoc reports, business users can also easily drill on predefined hierarchies, enable action links, compose a dashboard, schedule reports or export the data or reports – all in real-time. Real-time access to transactional data Self-service reporting Hundreds of business views to easily create ad hoc queries on transactional data Consistent user experience providing identical tabular, graphical and visualization components Drill downs to live transactions Integration with Data Warehousing metadata Feature Benefit Build Once, Share Everywhere Build dashboards, graphs, or reports and share them with identified users from a single information repository Report from One place Report on all of procurement information from a single place Procurement Professionals or IT Both IT and procurement professionals maintain the ability to create, modify or distribute reports See It How you Want It Whether a user prefers pie charts, funnels or pivot tables they can choose how information is presented, graphically or tabular Oracle Fusion Project Portfolio Management Cloud Services Fusion Project Costing Cloud Service Part of Oracle Fusion Project Portfolio management Fusion Project Costing provides a One-stop Cost Processing solutionfor the project environment. Managing project costs is an administrative burden. Oracle Fusion Project Costing relieves the stress with an integrated solution delivering highly automated and streamlined project costing processes. Project-centric Oracle Service Definition for Oracle ERP Cloud 12 17/03/2016 organizations can capture and account for project costs and commitments across Fusion applications and third party integrations for standardized cost collection processes. Standardized Project Cost Capture Fusion Project Cost Collection Center delivers a common standard for project cost collection across all applications, through a consistent user interface for collecting costs across other Fusion and third party applications, which is easily configurable by end-users to meet business needs. Whether capturing costs for purchase requisitions, purchase orders, expense reports or supplier invoices, the cost capture elements are defined consistently across applications, while providing the flexibility to support the needs of each individual document type, for example whether costs captured may be billable or capitalisable. Fusion Project Costing allows project accountants to work the way they like to work and is optimized for their needs. Integration with Microsoft Excel provides a familiar interface for capturing project costs with a smooth integration and data transfer to Oracle Fusion Project Costing, or project costs can be automatically imported from third-party systems. Out-of-the-box delivered integration with Microsoft Project supports the pushing of actual costs collected in Fusion Project Costing to the project plan in Microsoft Project. Business userconfigured rules control and regulate the types of expenditure which can be charged against a project task and are easily managed using optimized user interfaces. Additionally, cost rate schedules for both labour and non-labour resources can be easily maintained through a single simple user interface. In Summary Gain faster visibility into validated project costs Lower enterprise integration costs Close the books faster Reduce time spent on identification and resolution of cost transaction processing errors Import, validate, price and burden transactions simultaneously Fusion Project Control Cloud Service Part of Oracle Fusion Project Portfolio Management, Oracle Fusion Project Control takes a user-oriented approach to the critical activity of managing the financial and budgeting aspects of projects, leveraging the strengths of an intuitive interface to provide simplified planning and budgeting for superior financial control. It forms the core of the project lifecycle, supporting efficient project initiation, while delivering full-function project planning, progress management, budgeting and forecasting, along with out-of-the-box integration to Microsoft Project. Oracle Fusion Project Control delivers highly automated planning and financial control processes with a focus on ease of use and guided activities, while providing full-function capabilities. Rapid and efficient project creation and development ensures the project team “hits the ground running” with repeatability and accuracy supported by leveraging standards and templates. The administrative burden of managing project budgets and forecasts is eased through guided processes and a simplified user interface that shields users from the complexity of the project financial planning process. Lastly, the project progress and forecasting cycles are designed to facilitate and encourage early corrective action to ensure that any underlying issues are quickly remedied. In summary Gain visibility and control over project resources and costs Drive faster project plan development and handover Ease administrative burden of managing project budgets and forecasts Facilitate early corrective action Fusion Project Billing Cloud Service Part of Oracle Fusion Project Portfolio management Fusion Project Billing allows faster customer billing and rapid project revenue recognition. Bill Customers Faster and Recognize Revenue Sooner Oracle Service Definition for Oracle ERP Cloud 13 17/03/2016 Too often project managers find that the definition and execution of their project is constrained by inflexible billing systems that place rigid constraints on the allocation of project funding. Oracle Fusion Project Billing provides an innovative solution allowing faster customer billing and rapid project revenue recognition. Recognise Project Contract Revenue Accurately Revenue recognition compliance is critical to project-centric businesses, and project contract revenue can be recognised as needed in line with financial accounting regulations, independently of how customers are billed. Project contract revenue is generated automatically for the scope of work according to the contract terms, whether it’s external, inter-project or intercompany revenue. Real-time business intelligence enables graphical comparison of planned and actual revenue by contract and by project, as well as analysis of revenue trends, allowing project accountants to quickly drill down to the transactions to investigate any discrepancies. At any point in the billing and revenue processes, key information about related contracts and projects are immediately available. In Summary Lower invoice processing costs and release invoices more quickly Reduce amount of billable project expenses that go unbilled Lower invoice error rate Fusion Project Contracts Cloud Service Part of Oracle Fusion Project Portfolio management Fusion Project Contracts maintain flexible project and contract relationships. Oracle Fusion Project Contracts allows for compliance with customer contract terms and conditions, allowing faster customer billing and rapid project revenue recognition. Bill Customers Faster and Recognize Revenue Sooner By establishing the customer contract billing structure independently of project planning and execution, costs and revenue can be managed through the project while enforcing contractual compliance for billing purposes. By associating any project or task to any contract or line, customer billing terms and conditions can be managed in the contract, giving the freedom to plan and execute project work independently using preferred project management processes, while still using project costs and progress as input into the billing process. Ensure Compliance for Project Contracts Billing controls enforced by the contract ensure that billing is maximized but within the terms and conditions agreed with the customer. Contract administrators can establish hard and soft limits at contract and contract line levels to control what and how much is billed to a customer. Contract limits and consumption status are highlighted for the project billing specialists and accountants as customer invoices are created and revenue is generated. Revenue can be recognized or invoices created regardless of whether or not project costs have been accounted. Any part of an active customer contract can be amended with a date when the changes become effective, either in the future or retroactively. If a contract amendment is effective on a retroactive basis and affects prior transactions, for example with a billing rate change, transactions are automatically adjusted to reflect the new contract terms. Fusion Project Performance Reporting Cloud Service Part of Oracle Fusion Project Portfolio management Fusion Project Performance Reporting provides the right data at the right time for project managers Fusion Project Performance Reporting offers real-time information access that delivers accurate and timely operational insight into the health of a set of projects through a graphical and configurable role-based dashboard. Users can oversee and compare key performance indicators (KPIs) side-by-side across multiple projects to focus on projects that require immediate attention. Comparison of current and past project performance is easy through historical KPI trends, which highlight improvements or degradation in performance and bring to attention projects with ongoing or escalating issues, along with any trends you need to be aware of. Out-ofthe-box graphical charts and analytics lets users carry out comparisons and variance analyses of budget to Oracle Service Definition for Oracle ERP Cloud 14 17/03/2016 forecasts, non-billable costs, labour effort, margin, costs and revenue to quickly spot anomalies for any project. By focusing on exceptions, project managers are freed up to focus on more strategic work. An intuitive user interface, with single-click action designed for quick access to key information about each project, including project progress, related contracts or underlying KPI details. Without leaving the dashboard, users can quickly drill to the originating project transactions and even take corrective action. Innovative Project Reporting Platform Delivers Real-Time Results Oracle Fusion Project Performance Reporting delivers a unique multi-dimensional project reporting platform– embedded inside Fusion PPM and leveraging Oracle Essbase for industry-leading online analytical processing, to provide specialized analytics for the project manager. This platform provides rapid and flexible analysis capabilities on project performance information, based on live project transaction data, with the benefits of a single source of truth and full project transparency, for informed business decisions. Self-Monitoring Projects Alert you to Exceptions With Fusion Project Performance Reporting, users are proactively notified of potential project issues without having to hunt for information. Projects are managed by exception, allowing managers to focus on what matters. Fusion Project Management Cloud Service Part of Oracle Fusion Project Portfolio Management, Oracle Fusion Project Management extends planning and scheduling to the “occasional” project manager; to those who manage projects infrequently and not as their primary role. No longer is planning a specialized skill, only performed by experienced personnel, as more and more people are given projects to manage. Not all planning and scheduling solutions have kept up with this evolution. Planning Made Easy Managing projects is often a secondary responsibility, undertaken when needed. For these part-time project managers, scheduling a project can be confusing and inefficient; it is hard to quickly enter tasks where the detail is not fully known, tasks move unexpectedly, and scheduling tasks both manually and automatically is not easy, requiring too many steps. Fusion Project Management Cloud Service addresses these problems by offering scheduling capabilities in an interactive Gantt while hiding the complexity seen in many planning tools. Tasks can be easily created with minimal data, for example starting only with a task name and adding effort, dates, and dependencies later. Simply entering a start or finish date holds the task where it is placed unless it becomes dependent on other work, in which case just link it to another task to schedule it; no additional steps are needed and no longer do tasks seemingly move at random. Feature Benefit Plan all projects from simple to complex Build dashboards, graphs, or reports and share them with identified users from a single information repository Plan & schedule work in an interactive Gantt, dragging and dropping to create dependencies Simplify project planning for all participants Request project resources and assign work incorporating additional work identified by team members Collaborate with your team to quickly develop the plan Accelerate development of project plan Schedule using dependencies, leads and lags, constraint dates Monitor progress and review plan changes Oracle Service Definition for Oracle ERP Cloud 15 17/03/2016 Exception-based progress and thresholds, raising and tracking project issues. Manage and control project issues View project status anywhere Adopt an agile project management approach Fusion Project Resource Management Cloud Service Part of Oracle Fusion Project Portfolio Management, Oracle Fusion Project Resource Management enables organisations to optimize the allocation and utilization of their most precious resource: their people. Innovative and intuitive tools let resource managers and project managers ensure that the best-fit resource is identified and placed on each and every project assignment, to the benefit of the organization, the project resource, and the end customer, whether it be for internal or external billable projects. Highly visual, real-time dashboards allow resource managers and executives to monitor resource-related metrics at every level of the organization, and take action to maximize utilization by allocating unassigned resources promptly and effectively. Use the Right Resources on the Right Projects To help resource managers staff each project assignment with exactly the right resource, Fusion Project Resource Management delivers an industry-leading user experience with powerful search tools to match resource demand against the skill profiles and calendars of project resources, drawing from resource pools which can extend beyond the employee workforce to include contingent labour from outside the organization. Users can browse and explore project resources using a familiar search user interface consistent with today’s e-commerce web sites. Search scores factor in a candidate’s skills and qualifications, including desired proficiency levels, and their available capacity, which considers non-project time such as vacation or training as well as existing project commitments. Feature Benefit Find the right resources for project work based on skills and availability with easy-to-use search capabilities including keyword matches Optimise deployment of project resources Maximize resource utilisation for reduced costs and increased revenue Shortlist preferred candidates and compare them side-by-side Single source of truth with global repository of resource profiles and skills Increase productivity through next-generation user interface Actionable dashboards to monitor performance and meet utilisation targets Improve project delivery success Increase employee and customer satisfaction Gantt view of availability includes project assignments and other commitments Know, grow and retain your project talent Oracle Service Definition for Oracle ERP Cloud 16 17/03/2016 Fusion Task Management Cloud Service Part of Oracle Project Portfolio Management, Oracle Fusion Task Management lets organizations manage all work in a consolidated place. Team members, challenged by the quantity of tasks they own, no longer have to track administrative and project work in different places since all tasks are managed and progressed in a single view. Project management is now extended to team members; to the people who do most of the work on the project and yet whose project needs have generally been overlooked. Collaborate on Work With Fusion Task Management, sharing work with others is simple; add followers, re-assign tasks or add tasks for consideration by other team members and the project manager. It is easy to monitor the progress of the work since you are automatically assigned a participant role for any tasks you assign to others. Manage all your work Fusion Task Management provides consolidated task management: Team members see the work they own or follow and can filter tasks by their priority, by the projects they are working on, and by dates; knowing what is due today, in the next 5 days, or upcoming. And, since they can manage all their work in one place, team members can focus on what’s important rather than urgent; avoiding the distraction of that latest email. Real-time Progress Fusion Task Management provides easy and intuitive real-time progressing; team members simply progress tasks with a single click as the work progresses, either marking them as started or finished, providing immediate insight into their progress. Team members using the collaboration capabilities as an integral part of their work output are more likely to progress their work in real-time; taking an administration burden off the project manager, providing a more accurate and up-to-date project status and offering more effective project management. Fusion Transactional Business Intelligence for Projects Cloud Service Real-time Transactional Business Reporting Fusion Transactional Business Intelligence for Projects is a real time, self service reporting solution for Oracle Fusion Projects transactions. With Oracle Business Intelligence Enterprise Edition (Oracle BI EE) as the standard Oracle query and reporting tool, business users are provided an easy-to-use interface to perform current state analysis in Fusion Projects. In ad-hoc reports, business users can also easily drill on predefined hierarchies, enable action links, compose a dashboard, schedule reports or export the data or reports – all in real-time. Real-time access to transactional data Self-service reporting Hundreds of business views to easily create ad hoc queries on transactional data Consistent user experience providing identical tabular, graphical and visualization components Drill downs to live transactions Integration with Data Warehousing metadata Feature Benefit Build Once, Share Everywhere Build dashboards, graphs, or reports and share them with identified users from a single information repository Report from One place Report on all of project information from a single place Oracle Service Definition for Oracle ERP Cloud 17 17/03/2016 Projects Professionals or IT Both IT and projects professionals maintain the ability to create, modify or distribute reports See It How you Want It Whether a user prefers pie charts, funnels or pivot tables they can choose how information is presented, graphically or tabular Oracle Fusion Supply Chain Management Cloud Services Fusion Inventory Management Cloud Service Oracle Fusion Inventory Management offers a complete materials management solution that enables companies to successfully manage the inbound flow of goods, inventory storage management and outbound order fulfillment. This ensures that the flow of material is optimised to meet customer demand in a costeffective manner. The advanced Cost Management capabilities allow cost professionals to capture, track, and analyze costs associated with inventory items as they move through the supply chain. Complete Inventory and Cost Management Solution Oracle Fusion Inventory offers an integrated inventory and cost management suite that is designed to automate, streamline, and control inventory and cost processes end-to-end without expensive hardware and system management overhead costs. Proactively Monitor Warehouse Operations Oracle Fusion Inventory, brings pending work to the forefront, guiding managers and operators through the system based on their roles and responsibilities as well as the outstanding workload. Oracle Fusion Inventory provides warehouse managers with native embedded analytics that allow them to track and resolve potential problems in the warehouse. Oracle Fusion Inventory provides a single and common view of outbound shipping, picking, and inbound receiving. Warehouse managers can quickly see problem areas, drill down into the details, and resolve issues. Managers can compare metrics from the current-period with the prior-period to gauge whether problems exist. Comprehensive Materials Management Visibility and Control Oracle Fusion Inventory helps organization’s ensure that material is effectively managed from receipt through the point of consumption, in order to meet customer demand. Oracle Fusion Inventory streamlines the flow of inbound material by providing centralized, proactive monitoring mechanisms that efficiently manage both expected receipts and received lines by supplier & document type. Users are guided through essential receiving, inspection and put-away tasks ensuring receipts are processed quickly and easily, and exceptions are promptly identified and resolved. Seamless communication with trading partners provides easy management of receipt advices and receipt confirmations. Fusion Inventory Management provides integrated inventory, replenishment and counting tasks in a central inventory work area and simplifies review of inventory balances within and across inventory facilities. From the centralized view of balances, users can easily see and manage different material statuses and lots and serial numbers enabling proper stocking and handling of different types of materials. Additionally, users can initiate issue, receipt and transfer of material within an organization and across organizations. Fusion Product Hub Cloud Service Oracle Fusion Product Hub allows organizations to take control of their product master data across their entire portfolio of applications, both Oracle and non-Oracle. Oracle Fusion Product Hub collects product information from heterogeneous systems, stores it in a centrally managed repository, consolidates, cleanses and enriches the data, and then shares it across systems as well as with other internal and external parties. The result is reduced maintenance, improved accuracy and faster new system and product introductions. Oracle Service Definition for Oracle ERP Cloud 18 17/03/2016 Establish a Foundation for Rapid Innovation and Growth Oracle Fusion Product Hub. Oracle Fusion Product Hub centralizes product information from heterogeneous systems, creating a single yet extensible view of product information that can be leveraged within and beyond the enterprise. Consolidate and Enrich Critical Product Data Oracle Fusion Product Hub provides multiple mechanisms for on-boarding product data including a rich set of APIs, Web Services and Excel. Furthermore, CSV or XML files containing product data in supplier specific formats can be on-boarded via a simple transformation map defined through an intuitive drag-and-drop interface. Data stewards can also review product data, perform data quality checks and ensure data accuracy prior to importing data into the hub. In Fusion Product Hub, users can create and manage both structured and unstructured product information such as specifications, features, product structures, images, documents, as well as establish business relationships with other products or trading partner items. The extensible product data model, with associated validations, allows customers to master their enterprise product data in the context of their unique business needs, systems and a wide array of use-cases. Feature Benefit Product consolidation via rich APIs/Web Services, Excel, CSV, XML and intuitive user interface Cleanse, standardize, transform product data for multiple languages Data on-boarding and publication of products and catalogues. Consolidate product information from multiple sources Product definition and hierarchy management, pre-defined and user defined attributes, product relationships, taxonomy Unified administration and definition of products Data discovery and access through integrated product dashboards, search, product comparison, role based and data level security Disseminate accurate and up to date product information internally and externally to operational systems and business processes Securely access and search product information across enterprise Enterprise integration using publication services and SOA based web services Leverage standards based IT investment (SOA) Oracle Service Definition for Oracle ERP Cloud 19 17/03/2016 2. INFORMATION ASSURANCE 1. 2. 3. 4. 5. the Impact Level (IL) at which the G-Cloud Service is accredited to hold and process information which department granted this accreditation or pan-government accreditation. If the G-Cloud Service is not currently accredited early state and also indicate the target Impact Level (IL) at which you believe the G-Cloud Service is able to hold and process information whether you hold a suitably scoped ISO27001 certificate for this G-Cloud Service. If this G-Cloud Service is not eligible for accreditation (i.e. IL0 services and most Lot 4 Specialist cloud services that do not include infrastructure, platform, or software) then indicate the Impact Level (IL) for information which you believe the G-Cloud Service may be used to process that information; Oracle Applications Cloud Services are currently offered at IL0 from Oracle’s data centres in the UK with an EEA DR/Backup. Additional Information Assurance Information is as follows: The Impact Level (IL) at which the G-Cloud Service is accredited to hold and process information IL0 Which department granted this accreditation or pan-government accreditation N/A If the G-Cloud Service is not currently accredited early state and also indicate the target Impact Level (IL) at which you believe the G-Cloud Service is able to hold and process information IL3 Whether you hold a suitably scoped ISO27001 certificate for this G-Cloud Service. If this G-Cloud Service is not eligible for accreditation (i.e. IL0 services and most Lot 4 Specialist cloud services that do not include infrastructure, platform, or software) then indicate the Impact Level (IL) for information which you believe the G-Cloud Service may be used to process that information; No but pending N/A Oracle Cloud-SaaS Enterprise Hosting and Delivery Policies detail Oracle’s Policies with respect to: 1. Oracle Cloud Security Policy 2. Oracle Cloud System Resiliency Policy 3. Oracle Cloud Disaster Recovery Service Policy 4. Oracle Cloud Service Level Objective Policy 5. Oracle Cloud Change Management Policy 6. Oracle Cloud Support Policy 7. Oracle Cloud Suspension and Termination Policy Full details of these can be found in the Oracle Cloud Enterprise Hosting and Delivery Policy that is contained as Appendix 2 of this document. Section 1 of the Oracle Cloud Enterprise Hosting and Delivery Policy provides an outline of the Security Policies that are in place within Oracle Applications Cloud Services. In addition, all customer data is processed in accordance with Oracle’s Data Processing Agreement for Cloud Services that is contained as Appendix 3 of this document. Section 9 of the Data Processing Agreement for Oracle Cloud Services outlines the Technical and Organisational measures taken to ensure customer data information is protected. Further information can be obtained from your Oracle Account Representative at: Oracle Service Definition for Oracle ERP Cloud 20 17/03/2016 08708 768301 or applications_gb@oracle.com Oracle Service Definition for Oracle ERP Cloud 21 17/03/2016 3. LEVEL OF BACKUP/RESTORE AND DISASTER RECOVERY Details of the level of backup/restore and disaster recovery that will be provided; Section 2 of the Oracle Cloud Enterprise Hosting and Delivery Policies contains details of Oracle’s Cloud System Resiliency Policy in respect to the Oracle Application Cloud Services. Section 3 of the Oracle Cloud Enterprise Hosting and Delivery Policies contains details of Oracle’s hosting and backup/restore and Disaster recovery policies in respect to the Oracle Application Cloud Services. The full Policy document is included as Appendix 2. Further information can be obtained from your Oracle Account Representative at: 08708 768301 or applications_gb@oracle.com Oracle Service Definition for Oracle ERP Cloud 22 17/03/2016 4. ON-BOARDING AND OFF-BOARDING PROCESSES/SCOPE ETC On-boarding and Off-boarding processes/scope etc.; How can you start using Oracle Application Cloud Services? To access Oracle Applications Cloud Services, all you need is an Internet connection and any Windows or Mac system configuration capable of running a certified Web browser. For Oracle ERP Cloud Services a “rapid start” implementation methodology has been developed. The methodology is based upon best practice and expertise that has been refined through historic implementations and allows a customer / subscriber to “go-live” more quickly, thus increasing the time to benefit and value. On Boarding The implementation will be performed on Oracle Application Cloud Service environments by domain specialists; as part of the implementation on boarding, our experts will work with the customer / subscriber to identify data migration objectives. Some of the most common on boarding tasks include: System design questionnaire completion by the customer / subscriber System configuration based on results of questionnaire System workshops to configure and educate key users Scope and define one-time data conversion / data migration load Scope and define any on-going system integrations (regularly scheduled automatic updates) Rapid provisioning of instances (2 Environment instances are delivered – Production & Staging) Off Boarding Upon termination of the Oracle Applications Cloud Services the customer / subscriber: Within 60 days can access a secure site to retrieve archive export file of data. Can access relevant files, logs, config’ data etc extracted from service instances and placed in archive site including: o Database data o Database metadata o Application files & scripts o BI metadata and reports o Document attachments o Identity Store Info from LDAP o Policy Store data from LDAP o Customer Specific Application Archives Further information can be found in Section 7 of the Oracle Cloud Enterprise Hosting and Delivery Policies, which can be found at Appendix 2 of this document. Further information can be obtained from your Oracle Account Representative at: 08708 768301 or applications_gb@oracle.com Oracle Service Definition for Oracle ERP Cloud 23 17/03/2016 5. PRICING Oracle ERP Cloud Subscription Services Pricing Oracle Fusion ERP Module Oracle Fusion Financials Cloud Service Fusion Financials Cloud Service Fusion Expenses Cloud Service Fusion Advanced Collections Cloud Service Fusion Automated Invoice Processing & Forms Recognition Cloud Service Fusion Financial Reports Center Cloud Service Fusion Transactional Business Intelligence for Financials Cloud Service Oracle Fusion Procurement Cloud Service Fusion Purchasing Cloud Service Fusion Supplier Portal Cloud Service Fusion Sourcing Cloud Service Fusion Procurement Contracts Cloud Service Fusion Self Service Procurement Cloud Service Fusion Enterprise Contracts Management Base Cloud Service Fusion Transactional Business Intelligence for Procurement Cloud Service Oracle Fusion Projects Financial Management Cloud Service Fusion Project Costing Cloud Service Fusion Project Billing Cloud Service Fusion Project Contracts Cloud Service Fusion Project Performance Reporting Cloud Service Fusion Project Control Cloud Service Fusion Project Management Cloud Service Fusion Project Resource Management Cloud Service Fusion Task Management Cloud Service Fusion Transactional Business Intelligence for Projects Cloud Service Oracle Fusion Supply Chain Management Cloud Service Fusion Inventory Management Cloud Service Fusion Product Hub Cloud Service Oracle Service Definition for Oracle ERP Cloud GCloud Net Price Per Metric per Month (£) 48.50 0.12 14.55 14.55 48.50 12.13 48.50 97.01 97.01 56.99 1.21 8.49 12.13 48.50 36.38 56.99 60.63 30.32 36.38 2.42 0.48 12.13 48.50 36.38 24 17/03/2016 General Notes on Pricing Fusion ERP Module Metric Minimum Prerequisites Oracle Fusion Financials Cloud Service Fusion Financials Cloud Service Hosted Named User 10 Fusion Expenses Cloud Service Hosted Expenses Report 1000 Each user subscription requires a user subscription of Fusion Transactional Business Intelligence for Financials Cloud Service and Fusion Financial Reports Center Cloud Service. Requires as a prerequisite Fusion Financials Cloud Service. Fusion Advanced Collections Cloud Service Hosted Named User 5 Requires as a prerequisite Fusion Financials Cloud Service. Fusion Automated Invoice Processing & Forms Recognition Cloud Service Hosted 1,000 Records 10 Requires as a prerequisite Fusion Financials Cloud Service. Fusion Financial Reports Center Cloud Service Hosted Named User 10 Each user subscription of Fusion Financial Reports Center Cloud Service requires a user subscription of Fusion Financials Cloud Service. Fusion Transactional Business Intelligence for Financials Cloud Service Hosted Named User 10 Each user subscription requires a user subscription of Fusion Financials Cloud Service. Oracle Fusion Procurement Cloud Service Fusion Purchasing Cloud Service Hosted Named User 10 Each user subscription requires a user subscription of Fusion Transactional Business Intelligence for Procurement Cloud Service Fusion Supplier Portal Cloud Service Hosted Named User 10 Requires as a prerequisite Fusion Purchasing Cloud Service Fusion Sourcing Cloud Service Hosted Named user 10 Each user subscription requires a user subscription of Fusion Transactional Business Intelligence for Procurement Cloud Service. Fusion Procurement Contracts Cloud Service Hosted Named User 10 Each user subscription requires a user subscription of Fusion Enterprise Contracts Management Base Cloud Service and Fusion Transactional Business Intelligence for Procurement Cloud Service. Fusion Self Service Procurement Cloud Service Hosted Named User 1000 Requires as a prerequisite Fusion Purchasing Cloud Service. Fusion Enterprise Contracts Management Base Cloud Service Hosted Named User 10 Fusion Transactional Business Intelligence for Procurement Cloud Service Hosted Named User 10 Oracle Service Definition for Oracle ERP Cloud Each user subscription requires a user subscription of one of the following: Fusion Purchasing Cloud Service; Fusion Sourcing Cloud Service; or Fusion Procurement Contracts Cloud Service 25 17/03/2016 Oracle Fusion Projects Financial Management Cloud Service Fusion Project Costing Cloud Service Hosted Named User 10 Each user subscription requires a user subscription of Fusion Transactional Business Intelligence for Project Cloud Service Fusion Project Billing Cloud Service Hosted Named User 10 Requires as a prerequisite Fusion Project Costing Cloud Service. Each user subscription of Fusion Project Contracts Cloud Service and Fusion Transactional Business Intelligence for Projects Cloud Service. Fusion Project Contracts Cloud Service Hosted Named User 10 Each user subscription requires a user subscription of Fusion Enterprise Contracts Management Base Cloud Service. Requires as a prerequisite Fusion Project Billing Cloud Service and Fusion Project Costing Cloud Service. Fusion Project Performance Reporting Cloud Service Fusion Project Control Cloud Service Hosted Named User 10 Hosted Named User 10 Requires as a prerequisite Fusion Costing Cloud Service. Each user subscription requires a user subscription of Fusion Transactional Business Intelligence for Projects Cloud Service Requires as a prerequisite Fusion Costing Cloud Service. Each user subscription requires a user subscription of Fusion Transactional Business Intelligence for Projects Cloud Service Fusion Project Management Cloud Service Hosted Named User 10 Each user subscription requires a user subscription of Fusion Transactional Business Intelligence for Projects Cloud Service. Fusion Project Resource Management Cloud Service Fusion Task Management Cloud Service Hosted Managed Resource 50 Each user subscription requires a user subscription of Fusion Transactional Business Intelligence for Projects Cloud Service. Hosted Named User 500 Fusion Transactional Business Intelligence for Projects Cloud Service Hosted Named User 10 Oracle Fusion Supply Chain Management Cloud Service Fusion Inventory Management Cloud Service Hosted Named User 10 Fusion Product Hub Cloud Service Hosted 1,000 Records 25 Oracle Service Definition for Oracle ERP Cloud Each user subscription requires a user subscription of Fusion Transactional Business Intelligence for Supply Chain Management Cloud Service 26 6. SERVICE MANAGEMENT DETAILS Service management details; Section 4 of the Oracle Cloud Hosting and Delivery Policies contains details of Oracle’s Cloud Service Level Objective Policy in respect to the Oracle Application Cloud Services. Section 6 of the Oracle Cloud Hosting and Delivery Policies contains details of Oracle’s Cloud Support Policy in respect to the Oracle Application Cloud Services. The full Policy document is included as Appendix 2. Further information can be obtained from your Oracle Account Representative at: 08708 768301 or applications_gb@oracle.com 17/03/2016 7. SERVICE CONSTRAINTS Service constraints (e.g. maintenance windows, level of customisation permitted, schedule for deprecation of functionality/features etc.); Section 5 of the Oracle Cloud Hosting and Delivery Policies contains details of Oracle’s Cloud Change Management Policy in respect to the Oracle Application Cloud Services. The full Policy document is included as Appendix 2. Further information can be obtained from your Oracle Account Representative at: 08708 768301 or applications_gb@oracle.com Oracle Service Definition for <Oracle ERP Cloud Service> 28 17/03/2016 8. SERVICE LEVELS Service Levels (e.g. performance, availability, support hours, severity definitions etc.); Section 4 of the Oracle Cloud Hosting and Delivery Policies contains details of Oracle’s Cloud Service Level Objective Policy in respect to the Oracle Application Cloud Services. The full Policy document is included as Appendix 2. Further information can be obtained from your Oracle Account Representative at: 08708 768301 or applications_gb@oracle.com Oracle Service Definition for <Oracle ERP Cloud Service> 29 17/03/2016 9. FINANCIAL RECOMPENSE MODEL FOR NOT MEETING SERVICE LEVELS Financial recompense model for not meeting service levels; Oracle warrants that it will perform (i) the cloud services in all material respects as described in the service specifications, and (ii) professional services in a professional manner consistent with industry standards. If the cloud services provided to you were not performed as warranted, you must promptly provide written notice to Oracle that that describes the deficiency in the services (including the service request number notifying Oracle of the deficiency in the services). ORACLE DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY ORACLE, AND (C) THE SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT ORACLE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ORACLE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ORACLE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ORIGINATE FROM YOUR CONTENT, YOUR APPLICATIONS OR THIRD PARTY CONTENT. FOR ANY BREACH OF THE WARRANTY FOR CLOUD SERVICES, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT CLOUD SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY TERMINATE THE APPLICABLE ORDER IN ACCORDANCE WITH SECTION 7 OF THIS AGREEMENT AND ORACLE WILL REFUND TO YOU ALL FEES PRE-PAID TO ORACLE UNDER SUCH ORDER FOR UNUSED CLOUD SERVICES. HOWEVER, IF THE SERVICE SPECIFICATIONS OF YOUR ORDER DEFINE A PARTICULAR SERVICE LEVEL WITH AN ASSOCIATED SERVICES FEE CREDIT, AND IF ORACLE FAILS TO MEET SUCH SERVICE LEVEL, THEN ORACLE WILL REMIT A SERVICES FEE CREDIT TO YOU CALCULATED IN ACCORDANCE WITH THE APPLICABLE SERVICE LEVEL. THE CREDIT WILL BE PROVIDED ONLY TOWARDS ANY OUTSTANDING BALANCE FOR CLOUD SERVICES OWED TO ORACLE, AND THE REMITTANCE OF SUCH CREDIT WILL REPRESENT YOUR EXCLUSIVE REMEDY, AND ORACLE’S SOLE LIABILITY, FOR ANY MISSED SERVICE LEVEL. FOR ANY BREACH OF THE WARRANTY FOR PROFESSIONAL SERVICES, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE THE RE-PERFORMANCE OF THE DEFICIENT PROFESSIONAL SERVICES, OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENT PROFESSIONAL SERVICES IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES IN ACCORDANCE WITH SECTION 7 OF THIS AGREEMENT AND RECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT SERVICES. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. Oracle Service Definition for <Oracle ERP Cloud Service> 30 17/03/2016 10. TRAINING Oracle University offers comprehensive and tailored training for all of Oracle Applications Cloud Services. In addition, Oracle offers professional services, including services related to implementation and optimisation of the Oracle Service Cloud Services, change management and business practice optimisation, and education and training. Such professional services are typically purchased via a mutually executed order for services, following scoping and requirements gathering. The Framework used is not a rigid approach; instead its flexibility allows us together to create a unique roadmap, based on experience and leading practice that maximizes your technology assets and delivers the greatest return on IT investment. When it comes to learning, one size does not fit all. Geared toward diverse customer environments and job roles, we provide learning options that support the technical and non-technical user. We give you the choices you need to put the right programs in place for your team at the right time. Please contact us to discuss your Implementation and Training requirements. This training shall be at an additional cost and subject to separate Terms &Conditions and an ordering document Oracle Service Definition for <Oracle ERP Cloud Service> 31 17/03/2016 11. ORDERING AND INVOICING PROCESS Please follow the following steps to order your Oracle Applications Cloud service. Step 1 – Contact the Oracle Account Manager detailed above Step 2 – They will arrange to scope and price a solution Step 3 – They will arrange to present you with an ordering document for signature Step 4 – On receipt of the signed ordering document and Purchase Order: Oracle Account Manager will arrange to provision the Fusion ERP environment Oracle will produce an invoice quarterly in arrears Customer will settle the invoice within thirty days of the invoice date Minimum and Maximum Terms A minimum term of 12 months is offered A maximum term of 24 month is offered Further information can be obtained from your Oracle Account Representative at: 08708 768301 or applications_gb@oracle.com Oracle Service Definition for <Oracle ERP Cloud Service> 32 17/03/2016 12. TERMINATION TERMS By consumers (i.e. consumption); and By the Supplier (removal of the G-Cloud Service); Section 7 of the Oracle Cloud Hosting and Delivery Policies contains details in respect of Termination of Cloud Services. The full Policy document is included as Appendix 2. Please note that in relation to any termination for convenience in the first year of a two-year Call-Off Agreement a termination fee will be payable equal to the unpaid fees which would have been payable had the Call-Off Agreement continued until the end of the first year; no refund of any already-paid fees for the first year shall be due. In relation to any termination for convenience in the second year of a two-year CallOff Agreement a termination fee will be payable equal to the unpaid fees which would have been payable had the Call-Off Agreement continued until the end of the second year; no refund of any already-paid fees for the first year shall be due. For a one-year Call-Off Agreement written notice of 12 months shall be required in order to terminate for convenience. Further information can be obtained from your Oracle Account Representative at: 08708 768301 or applications_gb@oracle.com Oracle Service Definition for <Oracle ERP Cloud Service> 33 17/03/2016 13. DATA RESTORATION / SERVICE MIGRATION Data restoration / service migration; Section 3 of the Oracle Cloud Hosting and Delivery Policies contains details in respect of Oracle Cloud Disaster Recovery Service Policy. The full Policy document is included as Appendix 2. Further information can be obtained from your Oracle Account Representative at: 08708 768301 or applications_gb@oracle.com Oracle Service Definition for <Oracle ERP Cloud Service> 34 17/03/2016 14. CONSUMER RESPONSIBILITIES Section 5 and 6 of the Oracle Cloud Services Agreement contain details in respect of Service Specifications and Use of the Services. The full Oracle Cloud Services Agreement is included as Appendix 4. Further information can be obtained from your Oracle Account Representative at: 08708 768301 or applications_gb@oracle.com Oracle Service Definition for <Oracle ERP Cloud Service> 35 17/03/2016 15. TECHNICAL REQUIREMENTS Technical requirements (service dependencies and detailed technical interfaces, e.g. client side requirements, bandwidth/latency requirements etc.); Section 1 of the Oracle Cloud Hosting and Delivery Policies contains details in respect of Oracle Cloud Security Policy. The full Policy document is included as Appendix 2. Further information can be obtained from your Oracle Account Representative at: 08708 768301 or applications_gb@oracle.com Oracle Service Definition for <Oracle ERP Cloud Service> 36 17/03/2016 16. DETAILS OF ANY TRIAL SERVICE AVAILABLE No trial service is available for the Oracle ERP solution Oracle Service Definition for <Oracle ERP Cloud Service> 37 17/03/2016 17. SUCCESSFUL LOTS Oracle ERP Cloud Services were successful in LOT3 and LOT4 Oracle Service Definition for <Oracle ERP Cloud Service> 38 17/03/2016 APPENDIX 1 – NOT USED Not used. Oracle Service Definition for <Oracle ERP Cloud Service> 39 17/03/2016 APPENDIX 2 - ORACLE CLOUD HOSTING AND DELIVERY POLICIES Last Updated: December 1, 2013 Unless otherwise stated, these Oracle Cloud Hosting and Delivery Policies (the “Delivery Policies”¨) describe the Oracle Cloud Services ordered by you. These Delivery Policies may reference other Oracle Cloud Policy documents; any reference to "Customer" in these Delivery Policies or in such other policy documents shall be deemed to refer to “you” as defined in the ordering document. Capitalized terms that are not otherwise defined in this document shall have the meaning ascribed to them in the relevant Oracle Agreement, ordering document or policy. Overview and Table of Contents The Cloud Services described herein are provided under the terms of the agreement, ordering document and these Delivery Policies. Oracle’s delivery of the services is conditioned on you and your users’ compliance with your obligations and responsibilities defined in such documents and incorporated policies. These Delivery Policies, and the documents referenced herein, are subject to change at Oracle's discretion; however Oracle policy changes will not result in a material reduction in the level of performance or availability of services provided during the Services Period. Access Oracle provides Cloud Services from Oracle owned or leased data center space. Oracle defines the services’ network and systems architecture, hardware and software requirements. Oracle may access your services environment to perform the Cloud Services including the provision of service support. Hours of Operation The Cloud Services are designed to be available 24 hours a day, 7 days a week, 365 days a year, except during system maintenance periods and technology upgrades and as otherwise set forth in the agreement, the ordering document and these Delivery Policies. The Hosting and Delivery Policies include the following: 1. Oracle Cloud Security Policy 2. Oracle Cloud System Resiliency Policy 3. Oracle Cloud Disaster Recovery Service Policy 4. Oracle Cloud Service Level Objective Policy 5. Oracle Cloud Change Management Policy 6. Oracle Cloud Support Policy 7. Oracle Cloud Suspension and Termination Policy 1. Oracle Cloud Security Policy 1.1 User Encryption for External Connections Customer access to the system is through the Internet. SSL encryption technology is available for Oracle Cloud Service access. SSL connections are negotiated for at least 128 bit encryption or stronger. The private key used to generate the cipher key is at least 2048 bits. SSL is implemented or configurable for all web-based SSL certified programs deployed at Oracle. It is recommended that the latest available Oracle Service Definition for <Oracle ERP Cloud Service> 40 17/03/2016 browsers certified for Oracle programs, which are compatible with higher cipher strengths and have improved security, be utilized for connecting to web enabled programs. The list of certified browsers for each version of Oracle programs can be found on the My Oracle Support portal. In some cases, a third party site (such as Facebook) that Customer wishes to integrate with the Cloud Service may not accept an encrypted connection. For Cloud Services where HTTP connections with the third party site are permitted by Oracle, Oracle will enable such HTTP connections in addition to the HTTPS connection. 1.2 Segregation in Networks Oracle’s regional data centers contain an isolated network environment used to deliver services to Oracle Cloud customers. In each Cloud environment, networking technologies are deployed in a layered approach designed to protect Customer data at the physical, data link, network, transport, and program level. Access controls are multi-tiered, consisting of the network, system, database, and program layers. All access is authorized on a "deny by default" base policy. 1.3 Network Access Control Oracle Cloud operations teams access customer environments through a segregated network connection, which is dedicated to environment access control and isolated from Oracle's internal corporate network traffic. The dedicated network functions as a secure access gateway between support systems and target program and database servers. Regional gateways are synchronized forming a fully meshed global array designed to provide continuity of support operations in the event any one of the gateways were to fail. Authentication, authorization, and accounting are implemented through standard security mechanisms designed to ensure that only approved operations and support engineers have access to the systems. Cryptographic controls are implemented to provide Cloud operations and support with secure, easily configured access to target programs. 1.4 Network Bandwidth and Latency Oracle is not responsible for Customer’s network connections or for conditions or problems arising from or related to Customer’s network connections (e.g., bandwidth issues, excessive latency, network outages), or caused by the Internet. Oracle monitors its own networks and will notify customers of any internal issues that may impact availability. 1.5 Network Routing Control 1.5.1 Routers Router controls implemented for Oracle Cloud provide the connection point between the Oracle Cloud Services and the Internet Service Provider(s). Border routers are deployed in a fully redundant, fault tolerant configuration. Routers are also used to enforce traffic policies at the perimeter. 1.5.2 Firewalls Oracle Cloud Services utilize firewalls to control access between the Internet and Oracle Cloud by allowing only authorized traffic. Firewalls are deployed in a layered approach to perform packet inspection with security policies configured to filter packets based on protocol, port, source, and destination IP address to identify authorized sources, destinations, and traffic types. 1.6 Network Security Management 1.6.1 Network Controls Network controls implemented for Oracle Cloud Services address the protection and control of data during its transmission from Customer’s system to the Oracle hosted system. The network security infrastructure is designed to secure the servers from a network-based attack. Redundant, managed firewalls, using stateful packet inspection, provide barriers between tiers of the architecture. All traffic is filtered, and only valid connections are allowed through into the network demilitarized zone. Traffic within each tier is restricted and controlled for security purposes. 1.6.2 Network Intrusion Detection/Prevention System Oracle Service Definition for <Oracle ERP Cloud Service> 41 17/03/2016 Oracle Cloud Services utilize Network Intrusion Detection Systems (nIDS) to protect the environment. nIDS sensors are deployed in either IPS (Intrusion Prevention Mode) or IDS (Intrusion Detection Mode) on the network, to monitor and block suspicious network traffic from reaching the internal network. nIDS alerts are routed to a centralized monitoring system that is managed by the security operations teams 24x7x365. 1.6.3 Network Vulnerability Assessments Oracle Cloud Services utilize network vulnerability assessment tools to identify security threats and vulnerabilities. Formal procedures are in place to assess, validate, prioritize, and remediate identified issues. Oracle subscribes to vulnerability notification systems to stay apprised of security incidents, advisories, and other related information. Oracle takes actions on the notification of a threat or risk once confirmed that a valid risk exists, that the recommended changes are applicable to service environments, and the changes will not otherwise adversely affect the services. 1.6.4 Anti-Virus Controls Oracle Cloud employs anti-virus software to scan uploaded files. Viruses that are detected are removed (or quarantined) automatically, and an alert is automatically generated which initiates Oracle’s incident response process. Virus definitions are updated daily. 1.6.5 Configuration Control/Audit Oracle Cloud uses a centralized system for managing the access and integrity of network device configurations. Change controls are in place to ensure only approved changes are applied. Regular audits are also performed to confirm compliance with security and operational procedures. 1.7 System Hardening Oracle employs standardized system hardening practices across all Oracle Cloud devices. This includes restricting protocol access, removing or disabling unnecessary software and services, removing unnecessary user accounts, aggressive patch management, and appropriate logging. 1.8 Physical Security Safeguards Oracle provides secure computing facilities for both office locations and production cloud infrastructure. Common controls between office locations and co-locations/datacenters include: Physical access requires authorization and is monitored. Everyone must visibly wear official identification while onsite Visitors must sign a visitor's register and be escorted and/or observed when on the premises Possession of keys/access cards and the ability to access the locations is monitored. Staff leaving Oracle employment must return keys/cards Additional Physical Security Safeguards are in place for all Oracle Cloud data centers: Premises are monitored by CCTV Entrances are protected by physical barriers designed to prevent vehicles from unauthorized entry Entrances are manned 24 hours a day, 365 days a year by security guards who perform visual identity recognition and visitor escort management 1.9 System Access Control & Password Management Access to Oracle Cloud systems is controlled by restricting access to only authorized personnel. Oracle enforces strong password policies on all infrastructure components and cloud management systems used to operate the Oracle Cloud environment. This includes requiring a minimum password length, password complexity, and regular password changes. Strong passwords or multi-factor authentication are used throughout the infrastructure to reduce the risk of intruders gaining access through exploitation of user accounts. System access controls include system authentication, authorization, access approval, provisioning, and revocation for employees and any other Oracle-defined 'users'. Customer is responsible for all End User administration within the program. Oracle does not manage Customer’s End User accounts. Customer may configure the programs and additional built-in security features to meet their business or compliance needs. Oracle Service Definition for <Oracle ERP Cloud Service> 42 17/03/2016 1.10 Review of Access Rights Network and operating system accounts for Oracle employees are reviewed regularly to ensure appropriate employee access levels. In the event of employee terminations, Oracle takes prompt actions to terminate network, telephony, and physical access for such former employees. Customer is responsible for managing and reviewing access for its own employee accounts. 1.11 Security-Related Maintenance Oracle performs security related change management and maintenance as defined and described in the Oracle Cloud Change Management Policy. For any security patch bundle that Oracle makes generally available for designated Oracle Programs, Oracle will apply and test the security patch bundle on a stage environment of the applicable Cloud Service. Oracle will apply the security patch bundle to the production environment of the Cloud Service after Oracle successfully completes testing on the stage environment. 1.12 Data Management / Protection During the use of Oracle Cloud services, Oracle Cloud customers maintain control over and responsibility for their data residing in their environment. Oracle Cloud services provide a variety of configurable information protection services as part of the subscribed service. Customer data is data uploaded or generated for use within the subscribed Oracle Cloud service. 1.12.1 Data Protection Oracle Cloud offers several standard encryption technologies and options to protect data while in transit or at rest. For network transmission, customers may choose to use secure protocols (such as SSL) to protect their data in transit over public networks. Secure protocols available in the Oracle Cloud offer strong encryption algorithms. Strong key management policies and processes are employed for any Oracle Cloud encryption. 1.12.2 Physical Media in Transit Designated Oracle personnel handle media and prepare it for transportation according to defined procedures and only as required. Digital media is logged, encrypted, securely transported, and as necessary for backup archiving vaulted by a third-party off-site vendor. Vendors are contractually obligated to comply with Oracle-defined terms for media protection. 1.12.3 Data Disposal Upon termination of services (as described in the Oracle Cloud Suspension and Termination Policy) or at Customer's request, Oracle will delete environments or data residing therein in a manner designed to ensure that they cannot reasonably be accessed or read, unless there is a legal obligation imposed on Oracle preventing it from deleting all or part of the environments or data. 1.12.4 Secure File Transfer Secure file transfer functionality is built on commonly used network access storage platforms and uses secure protocols for transfer (such as SFTP or WebDAV over SSL). The functionality can be used to upload files to a secure location, most commonly for data import/export on the Oracle Cloud hosted service, or downloading files at service termination. 1.12.5 Security Incident Response Oracle evaluates and responds to incidents that create suspicions of unauthorized access to or handling of Customer data whether the data is held on Oracle hardware assets or on the personal hardware assets of Oracle employees and contingent workers. When Oracle's Global Information Security (GIS) organization is informed of such incidents and, depending on the nature of the activity, GIS defines escalation paths and response teams to address those incidents. GIS will work with Customer, and the appropriate technical teams, and law enforcement where necessary to respond to the incident. The goal of the incident response will be to restore the confidentiality, integrity, and availability of Customer's environment, and to establish root causes and remediation steps. Operations staff has documented procedures for addressing incidents where handling of data may have been unauthorized, including prompt and reasonable reporting, escalation procedures, and chain of custody practices. If Oracle determines that Customer's data has been Oracle Service Definition for <Oracle ERP Cloud Service> 43 17/03/2016 misappropriated, Oracle will report such misappropriation to Customer within three business days of making such determination, unless prohibited by law. 1.12.6 Data Privacy Oracle’s Data Processing Agreement for Oracle Cloud Services (“Data Processing Agreement”), and the OracleServices Privacy Policy, describe Oracle’s treatment of personal data that resides on Oracle systems to which Oracle may be provided access in connection with the provision of Cloud Services. The Data Processing Agreement describes Oracle’s and Customer’s respective roles for the processing and control of personal data that Customer provides to Oracle as part of the Cloud Services. These documents are available at: Oracle Services Privacy Policy: http://www.oracle.com/us/legal/privacy/services-privacy-policy078833.html Data Processing Agreement for Oracle Cloud Services: http://www.oracle.com/dataprocessingagreement 1.13 Regulatory Compliance The Oracle Cloud services are aligned with the security framework of ISO (International Organization for Standardization) and IEC (International Electrotechnical Commission), specifically ISO/IEC 27002:2005, Code of Practice for Information Security Management and ISO/IEC 27001:2005 standards. The ISO security framework includes a comprehensive set of security controls that are used as a baseline for the operational and security controls utilized to manage and secure the Oracle Cloud Service, but this does not include ISO/IEC 27001 certification. The internal controls of Oracle Cloud Services are subject to periodic testing by independent third party audit organizations. Such audits may be based on the Statement on Standards for Attestation Engagements (SSAE) No. 16, Reporting on Controls at a Service Organization (“SSAE 16”¨), the International Standard on Assurance Engagements (ISAE) No. 3402, Assurance Reports on Controls at a Service Organization (“ISAE 3402”), or such other third party auditing standard or procedure applicable to the specific Oracle Cloud Service. Audit reports of Oracle Cloud Services are periodically published by Oracle’s third party auditors, although reports may not be available for all services or at all times. Customer may request to receive a copy of the current published audit report available for a particular Oracle Cloud Service. The audit reports of Oracle Cloud Services, and the information they contain, are Oracle confidential information, and must be handled by Customer accordingly. Such reports may be used solely by Customer to evaluate the design and operating effectiveness of defined controls applicable to Oracle Cloud Services and are provided without any warranty. Customer remains solely responsible for its regulatory compliance in its use of any Oracle Cloud Service. Customer must make Oracle aware of any technical requirements that result from its regulatory obligations prior to contract signing. Some Oracle Cloud services are certified to PCI DSS or FISMA/NIST standards and additional certifications and adherence to specific regulatory frameworks within the Oracle Cloud Service may be available for additional fees. Customer must not provide Oracle with health, payment card or other sensitive personal information that requires specific regulatory, legal or industry data security obligations for the processing of such data unless the applicable obligations are specified in the applicable order. Oracle understands that some customers may have regulatory audit requirements and Oracle will cooperate with Customer as described in the Data Processing Agreement in those cases. 2. Oracle Cloud System Resiliency Policy The resiliency and backups described in this Policy apply only for Oracle Cloud services. Customer is solely responsible for developing a business continuity plan to ensure continuity of its own operations in the event of a disaster and for backing up and recovering any non-Oracle software. 2.1 Oracle Cloud Services High Availability Strategy Oracle Service Definition for <Oracle ERP Cloud Service> 44 17/03/2016 For business continuity in the event of an incident affecting Oracle Cloud Services, Oracle deploys the services on resilient computing infrastructure. Oracle’s production data centers have component and power redundancy with backup generators in place to help maintain availability of data center resources in the event of crisis as described below. 2.2 Redundant MEP infrastructure The mechanical-electrical-plumbing infrastructure design includes redundant power feeds to the data center and redundant power distribution for the data center and to the data center racks. Data center cooling components (chillers, towers, pumps and computer room air conditioning units) include redundancy. The emergency standby power includes redundant battery backup with generator fuel stored onsite and contracts in place for refueling. 2.3 Redundant network infrastructure Network designs include redundant circuits from different carriers, firewall pairs, switch pairs, and load balancer pairs. 2.4 Redundant program servers Customer’s environment consists of a set of one or more physical servers or virtual servers that provide services to Customer. The overall program tier functionality may be distributed across multiple physical servers or virtual servers. 2.5 Redundant database servers Databases are configured to distribute workload across multiple physical servers. High availability is achieved through clustering and replication. 2.6 Redundant storage All Oracle Cloud services data resides in redundant storage configurations with protection from individual disk or array failure. 2.7 Oracle Cloud Services Backup Strategy Oracle periodically makes backups of production data in Customer’s Cloud Service by using backup infrastructure. Backups are for Oracle's sole use in the event of a disaster. Oracle has no responsibility to update, insert, or delete Customer data on behalf of Customer, nor restore Customer data which Customer may have lost as a result of Customer’s own actions. 3. Oracle Cloud Disaster Recovery Service Policy 3.1 Scope This Policy applies only to Customer’s production environments within Oracle Cloud Services. The activities described in this Policy do not apply to Customer’s own disaster recovery or backup plans or activities, and Customer is responsible for archiving and recovering any non-Oracle software. Disaster Recovery services are intended to provide service restoration capability in the case of a major disaster, as declared by Oracle, that leads to loss of a data center and corresponding service unavailability. Disaster Recovery Services are not available for all Cloud Services, including PaaS services and social media services. For the purposes of this policy, a “disaster” means an unplanned event or condition that causes a complete loss of access to the primary site used to provide the Oracle Cloud Services such that the Customer production environments at the primary site are not available. 3.2 System Resilience Oracle Cloud Services maintains a redundant and resilient infrastructure designed to maintain high levels of availability and to recover services in the event of a significant disaster or disruption. Oracle designs its cloud services using principles of redundancy and fault-tolerance with a goal of fault-tolerance of a single node hardware failure. Oracle Cloud Services provide an infrastructure that incorporates a comprehensive data backup strategy. The Oracle Cloud includes redundant capabilities such as power sources, cooling systems, Oracle Service Definition for <Oracle ERP Cloud Service> 45 17/03/2016 telecommunications services, networking, application domains, data storage, physical and virtual servers, and databases. Oracle has two separate data centers that function as primary and secondary sites for Oracle Cloud Services. Customer’s production standby (secondary site) environment will reside in a data center separate from Customer’s primary site. Oracle will commence the disaster recovery plan under this policy upon its declaration of a disaster, and will target to recover the production data and use reasonable efforts to reestablish the production environment at the secondary site. For major regional jurisdictional areas (e.g. the United States or the European Union) Oracle operates both a production and secondary site within that region. Customer data is replicated in physically separate facilities in order to restore full services in the event of a disaster at a primary site. Backups are for Oracle's sole use in the event of a disaster. 3.3 Disaster Recovery Oracle provides for the recovery and reconstitution of its Cloud Services to the most recent available state following a disaster. Oracle has established alternate processing sites to accommodate full operating capability in the event of loss of service at a primary facility. For each Cloud Service, Oracle maintains separate Disaster Recovery Plans that describe recovery procedures. Disaster recovery operations apply to the physical loss of infrastructure at Oracle facilities. Oracle reserves the right to determine when to activate the Disaster Recovery Plan. During the execution of the Disaster Recovery Plan, Oracle provides regular status updates to customers. 3.3.1 Recovery Time Objective Recovery time objective (RTO) is Oracle’s objective for the maximum period of time between Oracle’s decision to activate the recovery processes under this Policy to failover the service to the secondary site due to a declared disaster, and the point at which Customer can resume production operations in the standby production environment. If the decision to failover is made during the period in which an upgrade is in process, the RTO extends to include the time required to complete the upgrade. The RTO does not apply if any data loads are underway when the disaster occurs. The RTO objective is 12 hours from the declaration of a disaster. 3.3.2 Recovery Point Objective Recovery point objective (RPO) is Oracle’s objective for the maximum period of data loss measured as the time from which the first transaction is lost until Oracle’s declaration of the disaster. The RPO objective is 1 hour from the point of service loss. Note: the RTO and RPO do not apply to Customer customizations that depend on external components or third-party software. During an active failover event, non-critical fixes and enhancement requests are not supported. Customer will be solely responsible for issues arising from third party software and customizations (CEMLIs) to Oracle programs. 3.4 Approvals and Reviews This Policy and corresponding Disaster Recovery Plans are reviewed annually. The Plans are revised during the review process to incorporate problem resolutions and process improvements. 3.5 Service Restoration This Policy identifies the purpose and scope of the Disaster Recovery Plans, the roles and responsibilities, management commitment, coordination among organizational entities, and compliance. The plans document the procedures for recovering a Cloud Service (including referencing separate procedures for recovery of specific components) in the event of a disaster. Oracle is committed to minimizing down time due to any disasters or equipment failures. As part of this commitment, Oracle has a corporate business disaster recovery plan for a timely recovery and restoration of Oracle operations. 3.6 Disaster Recovery Plans The following are the objectives of Oracle’s Disaster Recovery Plan for Oracle Cloud Services: Oracle Service Definition for <Oracle ERP Cloud Service> 46 17/03/2016 In an emergency, Oracle’s top priority and objective is human health and safety. Maximize the effectiveness of contingency operations through the established Disaster Recovery Plan that consists of the following phases: o Phase 1 - Disaster Recovery Launch Authorization phase - to detect service disruption or outage at the primary site, determine the extent of the damage and activate the plan. o Phase 2 - Recovery phase - to restore temporary IT operations at the secondary site. o Phase 3 - Reconstitution phase - to restore processing capabilities and resume operations at the primary site. Identify the activities, resources, and procedures to carry out processing requirements during prolonged interruptions. Assign responsibilities to designated personnel and provide guidance for recovery, during prolonged periods of interruption. Ensure coordination with other personnel responsible for disaster recovery planning strategies. Ensure coordination with external points of contact and vendors and execution of this plan. 3.7 Plan Testing The Cloud Services Disaster Recovery Plan is tested, as a live exercise or a table-top test, on an annual basis. The tests are used for training hosting personnel and are fully coordinated with all personnel responsible for contingency planning and execution. The tests verify that online backups can be recovered and the procedures for shifting a service to the alternate processing site are adequate and effective. Test plans are developed in accordance with NIST 800-34. Results of the testing are used to improve the process and initiate corrective actions. 4. Oracle Cloud Service Level Objective Policy 4.1 Service Availability Provisions Commencing at Oracle’s activation of Customer’s production environment, and provided that Customer remains in compliance with the terms of the ordering document (including the agreement) and meets Oracle's recommended minimum technical configuration requirements for accessing and using the services from Customer's network infrastructure and Customer's user work stations as set forth in the Cloud Services Program Documentation, Oracle works to meet the Target Service Availability Level in accordance with the terms set forth in this Policy. 4.2 Target System Availability Level of Oracle Cloud Service Oracle works to meet a Target System Availability Level of 99.5% of the production service, for the measurement period of one calendar month, commencing at Oracle’s activation of the production environment. 4.3 Definition of Availability and Unplanned Downtime “Availability” or “Available” means Customer is able to log in and access the OLTP or transactional portion of the Oracle Cloud Services, subject to the following provisions. “Unplanned Downtime” means any time during which the services are not Available, but does not include any time during which the services or any services component are not Available due to: A failure or degradation of performance or malfunction resulting from scripts, data, applications, equipment, infrastructure, software, penetration testing, performance testing, or monitoring agents directed or provided or performed by Customer; Planned outages, scheduled or announced maintenance or maintenance windows, or outages initiated by Oracle at the request or direction of Customer for maintenance, activation of configurations, backups or other purposes that require the service to be temporarily taken offline; Unavailability of management, auxiliary or administration services, including administration tools, reporting services, utilities, third party software components not within the sole control of Oracle, or other services supporting core transaction processing; Outages occurring as a result of any actions or omissions taken by Oracle at the request or direction of Customer; Outages resulting from Customer equipment, third party equipment or software components not within the sole control of Oracle; Oracle Service Definition for <Oracle ERP Cloud Service> 47 17/03/2016 Events resulting from an interruption or shut down of the services due to circumstances reasonably believed by Oracle to be a significant threat to the normal operation of the services, the operating infrastructure, the facility from which the services are provided, access to, or the integrity of Customer data (e.g., a hacker or a virus attack); Outages due to system administration, commands, or file transfers performed by Customer users or representatives; Outages due to denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labor disputes, acts of civil disobedience, acts of war, acts against parties (including carriers and Oracle’s other vendors), and other force majeure events; Inability to access the services or outages caused by Customer’s conduct, including negligence or breach of Customer material obligations under the agreement, or by other circumstances outside of Oracle’s control; Lack of availability or untimely response time of Customer to respond to incidents that require Customer participation for source identification and/or resolution, including meeting Customer responsibilities for any services; Outages caused by failures or fluctuations in electrical, connectivity, network or telecommunications equipment or lines due to Customer conduct or circumstances outside of Oracle’s control. 4.4 Measurement of Availability Following the end of each calendar month of the Services Period under an ordering document, Oracle measures the “System Availability Level” over the immediately preceding month. Oracle measures the System Availability Level by dividing the difference between the total number of minutes in the monthly measurement period and any Unplanned Downtime by the total number of minutes in the measurement period, and multiplying the result by 100 to reach a percent figure. 4.4.1 Reporting of Availability Oracle will provide Customer with access to a customer notifications portal. This portal will provide metrics on system availability for Cloud Services purchased under the ordering document. For those Cloud Services for which such metrics are not available via the customer notifications portal, Oracle will provide metrics on system availability upon receipt of a Service Request submitted by Customer to Oracle requesting the metrics. 4.5 Monitoring Oracle uses a variety of software tools to monitor (i) the availability and performance of Customer’s production services environment and (ii) the operation of infrastructure and network components. 4.5.1 Monitored Components Oracle monitors all levels of the service infrastructure, and currently generates alerts for CPU, memory, storage, database, network components, and transactions. Oracle’s Operations staff attends to any automated warnings and alerts associated with deviations of the environment from Oracle defined monitoring thresholds, and follows standard operating procedures to investigate and resolve underlying issues. 4.5.2 Customer Monitoring & Testing Tools Due to potential adverse impact on service performance and availability, Customer may not use their own monitoring or testing tools (including automated user interfaces and web service calls to any Oracle Cloud Service) to directly or indirectly seek to measure the availability, performance, or security of any program or feature of or service component within the services or environment. Oracle reserves the right to remove or disable access to any tools that violate the foregoing restrictions without any liability to Customer. 4.5.3 Customer Workloads Customer may not make significant workload changes beyond the amount permitted under the entitlements provided under ordering document. Oracle Service Definition for <Oracle ERP Cloud Service> 48 17/03/2016 4.5.4 Automated Workloads Customer may not use nor authorize the use of data scraping tools or technologies to collect data available through the Oracle Cloud Service user interface or via web service calls without the express written permission of Oracle. Oracle reserves the right to require Customer’s proposed data scraping tools to be validated and tested by Oracle prior to use in production and to be subsequently validated and tested annually. Oracle may require that a written statement of work be executed to perform such testing and validation work. 5. Oracle Cloud Change Management Policy 5.1 Oracle Cloud Change Management and Maintenance Oracle Cloud Operations performs changes to cloud hardware infrastructure, operating software, product software, and supporting application software to maintain operational stability, availability, security, performance, and currency of the Oracle Cloud. Oracle follows formal change management procedures to provide the necessary review, testing, and approval of changes prior to application in the Oracle Cloud production environment. Changes made through change management procedures include system and service maintenance activities, upgrades and updates, and Customer specific changes where required. Oracle Cloud Change Management procedures are designed to minimize service interruption during implementation of changes. Oracle reserves specific maintenance periods for changes that may require the Cloud Service to be unavailable during the maintenance period. The current scheduled maintenance period is every Friday between 20:00-06:00 data center local time. Oracle will work to provide prior notice of updates to the standard maintenance period schedule. For Customer-specific changes, where possible, Oracle will work to coordinate the maintenance periods with Customer. For changes that are expected to cause service interruption, Oracle will work to provide prior notice of the anticipated impact. The durations of the maintenance periods for planned maintenance are not included in the calculation of Unplanned Downtime minutes in the monthly measurement period for System Availability Level (see “Oracle Cloud Service Level Objective Policy”). Oracle uses commercially reasonable efforts to minimize the use of these reserved maintenance periods and to minimize the duration of maintenance events that cause service interruptions. 5.1.1 Emergency Maintenance Oracle may periodically be required to execute emergency maintenance in order to protect the security, performance, availability, or stability of the production environment. Emergency maintenance may include program patching and/or core system maintenance as required. Oracle works to minimize the use of emergency maintenance and will provide as much notice as reasonable under the circumstances as to any emergency maintenance requiring a service interruption. 5.1.2 Major Maintenance Changes To help ensure continuous stability, availability, security and performance of the Cloud Services, Oracle reserves the right to perform major changes to its hardware infrastructure, operating software, applications software and supporting application software under its control, no more than twice per calendar year. Each such change event is considered scheduled maintenance and may cause the Cloud Services to be unavailable for up to 24 hours. Each such change event is targeted to occur at the same time as scheduled maintenance period. Oracle will work to provide up to 60 days prior notice of the anticipated unavailability. 5.1.3 Data Center Migrations Oracle may migrate Customer services between production data centers in the same region in order to recover Customer services or in the case of disaster recovery. For all other data center migrations, Oracle will provide a minimum of 30 days notice to Customer. 5.2 Software Versioning 5.2.1 Software Upgrades and Updates Oracle Service Definition for <Oracle ERP Cloud Service> 49 17/03/2016 Oracle requires all Cloud Services customers to keep the software versions of the Oracle Cloud Services current with the software versions that Oracle designates as generally available (GA). For Cloud Services that support multiple versions, Oracle typically designates the current and immediate previous versions as GA versions. Oracle may specify schedules for the GA release of specific Cloud Services on the support portal or within the Service Specifications for the Cloud Services. Software updates will follow the release of every GA release and are required to maintain version currency. Oracle Cloud Hosting and Delivery Policies, such as the Service Levels Objective Policy, the Disaster Recovery Service Policy, and the Support Policy, are dependent on Customer maintaining version currency. Oracle is not responsible for performance or security issues encountered with the Cloud Services that may result from running earlier versions. 5.2.2 New Version Evaluation New versions of the most recent GA version of Oracle Cloud Services may be evaluated by Customer via a self-service portal or via an incident process through My Oracle Support. It is Customer’s responsibility to initiate a new version evaluation process. Customer initiates the evaluation process by submitting a request for new version evaluation in My Oracle Support. For new version evaluation requests processed via My Oracle Support, upon receiving the Service Request (SR), Oracle sends an acknowledgement to the Customer contact(s) responsible to receive upgrade related communications. Oracle prepares an evaluation environment by upgrading Customer’s staging environment to the latest version of the product. 5.2.3 End of Life Oracle recognizes that Customer may have legitimate business reasons for not upgrading to the latest version of the services as soon as it becomes available. However, Oracle will not support older versions beyond the End of Life Policy described as follows. For Cloud Services that support multiple versions, Oracle will host and support only the designated GA versions of an Oracle Cloud Service. All other versions of the service are considered as “end of life” (EOL). Oracle does not provide Cloud Services for EOL versions. For Cloud Services that support multiple versions, customers are required to complete the services upgrade to the latest version before the EOL of a given version. Customer acknowledges that failure to complete the upgrade prior to the EOL of a Cloud Service version may result in an upgrade automatically performed by Oracle or a suspension of the services. In certain circumstances where a Cloud Service version reaches EOL and Oracle does not make available an upgraded version, Oracle may designate, and require customers to transition to, a successor cloud service. 5.2.4 Deprecated Features A deprecated feature is a feature that appears in prior or existing versions of the service and is still supported as part of the service, but for which Oracle has given notification that the feature will be removed from future versions. Oracle makes commercially reasonable efforts to post notices of feature deprecations one quarter in advance of their removal and reserves the right to deprecate, modify, or remove features from any new version without prior notice. 6. Oracle Cloud Support Policy The support described in this Cloud Support Policy applies only for Oracle Cloud Services and is provided by Oracle as part of such services under the ordering document. Customer may purchase additional services for Oracle Cloud via other Oracle support service offerings that are designated by Oracle for Cloud Services. 6.1 Oracle Cloud Support Terms 6.1.1 Support fees The fees paid by Customer for the Oracle Cloud Services offering under the ordering document include the support described in this Oracle Cloud Support Policy. Additional fees are applicable for additional Oracle support services offerings purchased by Customer. 6.1.2 Support period Oracle Cloud support is effective upon the effective date specified in the ordering document and ends upon the expiration or termination of the service under such ordering document (the "support period"). Oracle is Oracle Service Definition for <Oracle ERP Cloud Service> 50 17/03/2016 not obligated to provide the support described in this Cloud Support Policy beyond the end of the support period. 6.1.3 Technical contacts Customer’s technical contacts are the sole liaisons between Customer and Oracle for Oracle Cloud support services. Such technical contacts must have, at minimum, initial basic service training and, as needed, supplemental training appropriate for specific role or implementation phase, specialized service/product usage, and/or migration. Customer’s technical contacts must be knowledgeable about the Oracle Cloud service offerings and the Oracle environment in order to help resolve system issues and to assist Oracle in analyzing and resolving Service Requests. When submitting a Service Request, Customer’s technical contact should have a baseline understanding of the problem being encountered and an ability to reproduce the problem in order to assist Oracle in diagnosing and triaging the problem. To avoid interruptions in support services, Customer must notify Oracle whenever technical contact responsibilities are transferred to another individual. 6.1.4 Oracle Cloud Support Support Services for Oracle Cloud consists of: Diagnosis of problems or issues with the Oracle Cloud services Reasonable commercial efforts to resolve reported and verifiable errors in the Oracle Cloud services so that they perform in all material respects as described in the associated Program Documentation Support during Change Management activities described in the Oracle Cloud Change Management Policy Assistance with Technical Service Requests 24 hours per day, 7 days a week 24 x 7 access to My Oracle Support, Oracle Cloud Customer Portal and Live Telephone Support to log Service Requests Access to community forums Non-technical customer service assistance during normal Oracle business hours (8:00 to 17:00) local time. 6.2 Oracle Cloud Customer Support Systems 6.2.1 My Oracle Support Oracle provides customer support for Oracle Cloud Services through its My Oracle Support web site. Access to My Oracle Support is governed by the Terms of Use posted on the My Oracle Support web site, which are subject to change. A copy of these terms is available upon request. Access to My Oracle Support is limited to Customer’s designated technical contacts for Cloud Services. Access to My Oracle Support is included as part of the support service for the Oracle Cloud offerings acquired by Customer under the ordering document. 6.2.2 Oracle Cloud Customer Portal Oracle Cloud Customer Portal provides the Customer Service Identifier (CSI) and other support details to Customer’s designated technical contacts to enable use of Oracle Cloud support. All Customer relevant service notifications and alerts are posted on this portal. 6.2.3 Live Telephone Support Customer’s technical contacts may access live telephone support via the phone numbers and contact information found on Oracle’s support web site at http://www.oracle.com/support/contact.html. 6.3 Severity Definitions Service requests for Oracle Cloud Services may be submitted by Customer’s designated technical contacts via the Oracle Cloud Customer Support Systems noted in Section 6.2 of this Policy. The severity level of a service request submitted by Customer is selected by both Customer and Oracle, and must be based on the following severity definitions: Severity 1 Oracle Service Definition for <Oracle ERP Cloud Service> 51 17/03/2016 Customer’s production use of the Oracle Cloud Service is stopped or so severely impacted that Customer cannot reasonably continue work. Customer experiences a complete loss of service. The impacted operation is mission critical to the business and the situation is an emergency. A Severity 1 service request has one or more of the following characteristics: Data corrupted A critical documented function is not available Service hangs indefinitely, causing unacceptable or indefinite delays for resources or response Service crashes, and crashes repeatedly after restart attempts Oracle will use reasonable efforts to respond to Severity 1 service requests within one (1) hour. Oracle will work 24x7 until the Severity 1 service request is resolved, a reasonable work-around is put in place, or as long as useful progress can be made. Customer must provide Oracle with a contact during this 24x7 period to assist with data gathering, testing, and applying fixes. Customer is required to propose this severity classification with great care, so that valid Severity 1 situations obtain the necessary resource allocation from Oracle. Severity 2 Customer experiences a severe loss of service. Important features of the Oracle Cloud Services are unavailable with no acceptable workaround; however, operations can continue in a restricted fashion. Severity 3 Customer experiences a minor loss of service. The impact is an inconvenience, which may require a workaround to restore functionality. Severity 4 Customer requests information, enhancement, or documentation clarification regarding the Oracle Cloud Service, but there is no impact on the operation of such service. Customer experiences no loss of service. 6.4 Change to Service Request Severity Level 6.4.1 Initial Severity Level At the time Oracle accepts a service request, Oracle will record an initial severity level of the service request based on the above severity definitions. Oracle’s initial focus, upon acceptance of a service request, will be to resolve the issues underlying the service request. The severity level of a service request may be adjusted as described below. 6.4.2 Downgrade of Service Request Levels: If, during the service request process, the issue no longer warrants the severity level currently assigned based on its current impact on the production operation of the applicable Oracle Cloud Service, then the severity level will be downgraded to the severity level that most appropriately reflects its current impact. 6.4.3 Upgrade of Service Request Levels: If, during the service request process, the issue warrants the assignment of a higher severity level than that currently assigned based on the current impact on the production operation of the applicable Oracle Cloud Service, then the severity level will be upgraded to the severity level that most appropriately reflects its current impact. 6.4.4 Adherence to Severity Levels definitions: Customer shall ensure that the assignment and adjustment of any severity level designation is accurate based on the current impact on the production operation of the applicable Oracle Cloud Service. Customer acknowledges that Oracle is not responsible for any failure to meet performance standards caused by Customer’s misuse or mis-assignment of severity level designations. 6.5 Service Request Escalation For service requests that are escalated, the Oracle support analyst will engage the Oracle service request escalation manager who will be responsible for managing the escalation. The Oracle service request escalation manager will work with Customer to develop an action plan and allocate the appropriate Oracle resources. If the issue underlying the service request continues to remain unresolved, Customer may Oracle Service Definition for <Oracle ERP Cloud Service> 52 17/03/2016 contact the Oracle service request escalation manager to review the service request and request that it be escalated to the next level within Oracle as required. To facilitate the resolution of an escalated service request, Customer is required to provide contacts within Customer’s organization that are at the same level as that within Oracle to which the service request has been escalated. 6.6 Policy Exceptions Customer questions or requests for an exception to the Oracle Cloud Hosting and Delivery Policy must be made via a service request with My Oracle Support. 7. Oracle Cloud Suspension and Termination Policies 7.1 Termination of Cloud Services 7.1.1 Termination of Cloud Services Upon termination of services or expiration of production services under the ordering document, or at Customer’s request, Oracle will delete the environments and any production data residing therein in a manner designed to ensure that they cannot reasonably be accessed or read, unless there is a legal obligation imposed on Oracle preventing it from deleting all or part of the environments. For a period of up to 60 days after the termination or expiration of services under the ordering document, Oracle will make available Customer data then in the production Services Environment for the purpose of retrieval by Customer. Oracle has no obligation to retain the data for Customer purposes after this 60 day post termination period. Oracle Customer Support Identifiers (CSIs) are terminated at the end of the 60 day period. Oracle shall remove or render inaccessible Customer data in archives and remove all production and test sites after the end of the 60 day period. Data will not be available after this period expires. 7.1.2 Termination of Trial Environments Upon the expiration of a trial, the service is terminated with no archiving of data. To avoid loss of data, Customer must work with authorized Oracle representatives to enter into an extension of the trial period before its expiration. 7.1.3 Termination of Pilot Environments Pilots of Oracle Cloud Services adhere to the same service termination policy as normal production environments. 7.1.4 Customer Assistance at Termination At service termination, if Customer needs assistance from Oracle to retrieve its archive, Customer must create a service request in My Oracle Support. 7.1.5 Secure Data Transfers As part of the service termination process, Oracle makes secure protocols available by which designated Customer users can transfer Customer data from the service. 7.2 Suspension Due to Violation If Oracle detects a violation of, or is contacted about a violation of, Oracle Cloud Services terms and conditions or acceptable use policy, Oracle will assign an investigating agent. The investigating agent may take actions including but not limited to suspension of user account access, suspension of administrator account access, or suspension of the environment until the issues are resolved. Oracle will use reasonable efforts to restore Customer's services promptly after Oracle determines, in its reasonable discretion, that the issues have been resolved or the situation has been cured. 7.3 Exportable Data The following Customer data is exportable by Oracle from the Cloud Services production environment at termination. Oracle Service Definition for <Oracle ERP Cloud Service> 53 17/03/2016 Database Data: All transactional data. Document Attachments: All document attachments that were uploaded by Customer or attached to a business transaction or workflow. Oracle Service Definition for <Oracle ERP Cloud Service> 54 17/03/2016 APPENDIX 3 - ORACLE DATA PROCESSING AGREEMENT FOR ORACLE CLOUD SERVICES Version December 1, 2013 1. Scope and order of precedence This is an agreement concerning the Processing of Personal Data as part of Oracle’s Cloud Services (“Cloud Services”), as further specified in (i) the applicable Oracle master agreement and (ii) the Oracle Cloud Ordering Document between Customer and Oracle, and all documents, addenda, schedules and exhibits incorporated therein (collectively the “Agreement”) by and between the Customer entity and Oracle subsidiary listed in your order for Cloud Services. This agreement (the “Data Processing Agreement”) is subject to the terms of the Agreement and is annexed as a schedule to the Agreement. In the event of any conflict between the terms of the Agreement and the terms of this Data Processing Agreement, the relevant terms of this Data Processing Agreement shall prevail. This Data Processing Agreement shall be effective for the services period of any Oracle Cloud order placed under the Agreement. 2. Definitions “Customer” or “you” means the Customer that has executed the order for Cloud Services. “Oracle” or “Processor” means the Oracle subsidiary listed in your order for Cloud Services. “Oracle Affiliates” mean the subsidiaries of Oracle Corporation that may assist in the performance of the Cloud Services. “Model Clauses” means the Standard Model Clauses for the Transfer of Personal Data to Processors in Third Countries under the Directive (defined below). “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable or identifiable natural person (a “data subject”) is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his/her physical, physiological, mental, economic, cultural or social identity. “Process” or “Processing” means any operation or set of operations which is performed by Oracle as part of the Cloud Services upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. “Subprocessor” means a third party subcontractor engaged by Oracle which, as part of the subcontractor’s role of delivering the Cloud Services, Processes Personal Data of the Customer. “The Directive” means Directive 95/46/EC approved by the European Commission Decision of October 24, 1995, as amended, on the protection of individuals with regard to the Processing of Personal Data and on the free movement of such data. Other terms have the definitions provided for them in the Agreement or as otherwise specified below. 3. Categories of Personal Data and purpose of the Personal Data Processing In order to execute the Agreement, and in particular to perform the Cloud Services on behalf of Customer, Customer authorizes and requests that Oracle Process the following Personal Data: Categories of Personal Data: Personal Data may include, among other information, personal contact information such as name, home address, home telephone or mobile number, fax number, email address, Oracle Service Definition for <Oracle ERP Cloud Service> 55 17/03/2016 and passwords; information concerning family, lifestyle and social circumstances including age, date of birth, marital status, number of children and name(s) of spouse and/or children; employment details including employer name, job title and function, employment history, salary and other benefits, job performance and other capabilities, education/qualification, identification numbers, social security details and business contact details; financial details; and goods and services provided. Categories of Data Subjects: Data subjects include Customer’s representatives and end users, such as employees, job applicants, contractors, collaborators, partners, and customers of the Customer. Data subjects also may include individuals attempting to communicate or transfer Personal Data to users of the Cloud Services. Oracle shall Process Personal Data solely for the provision of the Cloud Services, and shall not otherwise (i) Process and use Personal Data for purposes other than those set forth in the Agreement or as instructed by Customer, or (ii) disclose such Personal Data to third parties other than Oracle affiliates or its Subprocessors for the aforementioned purposes or as required by law. 4. Customer’s Instructions During the services period of any order for Cloud Services, Customer may provide instructions to Oracle in addition to those specified in the Agreement with regard to processing of Personal Data. Oracle will comply with all such instructions without additional charge to the extent necessary for Oracle to comply with laws applicable to Oracle as a data processor in the performance of the Cloud Services; the parties will negotiate in good faith with respect to any other change in the Cloud Services and/or fees resulting from such instructions. Oracle will inform Customer if, in Oracle’s opinion, an instruction breaches data protection regulations. Customer understands that Oracle is not obligated to perform legal research and/or to provide legal advice to Customer. 5. Controller of Data The control of Personal Data remains with Customer, and as between Customer and Oracle, Customer will at all times remain the data controller for the purposes of the Cloud Services, the Agreement, and this Data Processing Agreement. Customer is responsible for compliance with its obligations as data controller under data protection laws, in particular for justification of any transmission of Personal Data to Oracle (including providing any required notices and obtaining any required consents), and for its decisions concerning the Processing and use of the data. 6. Rights of Data Subject Oracle will grant Customer electronic access to Customer’s Cloud Services environment that holds Personal Data to permit Customer to delete, release, correct or block access to specific Personal Data or, if that is not practicable and to the extent permitted by applicable law, follow Customer’s detailed written instructions to delete, release, correct or block access to Personal Data. Customer agrees to pay Oracle’s reasonable fees associated with the performance of any such deletion, release, correction or blocking of access to data. Oracle shall pass on to the Customer any requests of an individual data subject to delete, release, correct or block Personal Data Processed under the Agreement. 7. Cross Border and Onward Data Transfer Oracle treats all Personal Data in a manner consistent with the requirements of the Agreement and this Data Processing Agreement in all locations globally. Oracle’s information policies, standards and governance practices are managed on a global basis. With respect to data stored by Oracle in data centers in the United States managed by its affiliate Oracle America Inc., at all times during the performance of the Cloud Services, Oracle America Inc. will Process Personal Data originating from the European Economic Area (EEA) and/or Switzerland according to the relevant Safe Harbor Principles. Oracle America Inc. subscribes to the "Safe Harbor Principles" issued by the U.S. Commerce Department on July 21, 2000 and as a result, currently appears on the Department's Safe Harbor list (available at http://www.export.gov/safeharbor) as a member of both the European Union (EU) – United States and Switzerland – United States Safe Harbor Programs. Oracle has received the TRUSTe safe harbor seal, which is audited and renewed annually, and is part of the TRUSTe Safe Harbor Oracle Service Definition for <Oracle ERP Cloud Service> 56 17/03/2016 Program. In the event of a lapse of Oracle’s Safe Harbor status, Oracle will promptly remedy such a lapse or work with Customer to find an alternative means of meeting the adequacy requirements of the Directive. With respect to Personal Data stored by Oracle in data centers in the EEA or in countries that have been subject to an adequacy (or equivalent) finding by the European Commission pursuant to Articles 25 and 26 of the Directive (“adequacy finding”), Oracle shall ensure compliance by the Oracle Affiliates and by Subprocessors with the requirements of this Section 7 as follows: (i) for Oracle Affiliates, Oracle Corporation and the Oracle Affiliates have entered into an intra-company agreement requiring compliance with the relevant Safe Harbor Principles and with all applicable Oracle security and data privacy policies and standards, including the requirement that transfers of the Personal Data of EEA data subjects to Oracle Affiliates in or from countries that have not received an adequacy finding are made in compliance with the applicable requirements of Articles 25 and 26 of the Directive concerning international and onward data transfers, and (ii) for Subprocessors, Oracle Corporation and the Oracle Affiliates have entered into contracts with Subprocessors which provide that the Subprocessor will undertake data protection and confidentiality obligations consistent with the Safe Harbor Principles and with the Oracle Supplier Security Standards; further, where a Subprocessor Processes Personal Data in or from a country that has not received an “adequacy” finding, Oracle will require the Subprocessor to execute Model Clauses incorporating security requirements consistent with those of this Data Processing Agreement. 8. Affiliates and Subprocessors Some or all of Oracle’s obligations under the Agreement may be performed by Oracle Affiliates. Oracle and the Oracle Affiliates have subscribed to the intra-company agreement specified above, under which an Oracle subsidiary handling Personal Data adopts safeguards consistent with those of the Oracle subsidiary contracting with a customer for Oracle Cloud Services. The Oracle Affiliate contracting with the Customer is responsible for Oracle’s compliance and the Oracle Affiliates' compliance with this requirement. Oracle also may engage third party subcontractors to assist in the provision of the Cloud Services. Oracle maintains a list of Subprocessors that may Process the Personal Data of Oracle’s Cloud Service customers and will provide a copy of that list to Customer upon request. All Subprocessors are required to abide by substantially the same obligations as Oracle under this Data Processing Agreement as applicable to their performance of the Cloud Services. Customer may request that Oracle audit the Subprocessor or provide confirmation that such an audit has occurred (or, where available, obtain or assist customer in obtaining a third-party audit report concerning Subprocessor’s operations) to ensure compliance with such obligations. Customer also will be entitled, upon written request, to receive copies of the relevant terms of Oracle’s agreement with Subprocessors that may Process Personal Data, unless the agreement contains confidential information, in which case Oracle may provide a redacted version of the agreement. Oracle shall remain responsible at all times for compliance with the terms of the Agreement and this Data Processing Agreement by Oracle Affiliates and Subprocessors. Customer consents to Oracle’s use of Oracle Affiliates and Subprocessors in the performance of the Cloud Services in accordance with the terms of Sections 7 and 8 above. 9. Technical and Organizational Measures When Processing Personal Data on behalf of Customer in connection with the Cloud Services, Oracle shall ensure that it implements and maintains compliance with appropriate technical and organizational security measures for the Processing of such data. Accordingly, Oracle will implement the following measures; additional information concerning such measures, including the specific security measures and practices for the particular Cloud Services ordered by Customer, may be specified in the Agreement: 9.1 To prevent unauthorized persons from gaining access to data processing systems in which Personal Data are Processed (physical access control), Oracle shall take measures to prevent physical access, such as security personnel and secured buildings and factory premises. 9.2 To prevent data processing systems from being used without authorization (system access control), the following may, among other controls, be applied depending upon the particular Cloud Services ordered: authentication via passwords and/or two-factor authentication, documented authorization processes, documented change management processes, and logging of access on several levels. For Cloud Services Oracle Service Definition for <Oracle ERP Cloud Service> 57 17/03/2016 hosted @Oracle: (i) log-ins to Cloud Services Environments by Oracle employees and Subprocessors are logged; (ii) logical access to the data centers is restricted and protected by firewall/VLAN; and (iii) the following security processes are applied: intrusion detection system, centralized logging and alerting, and firewalls. 9.3 To ensure that persons entitled to use a data processing system only have access to the Personal Data to which they have privilege of access, and that Personal Data cannot be read, copied, modified or removed without authorization in the course of Processing and/or after storage (data access control), Personal Data is accessible and manageable only by properly authorized staff, direct database query access is restricted, and application access rights are established and enforced. In addition to the access control rules set forth in Sections 9.1 – 9.3 above, Oracle implements an access policy under which Customer controls access to its Cloud Services environment and to Personal Data and other data by its authorized personnel. 9.4 To ensure that Personal Data cannot be read, copied, modified or removed without authorization during electronic transmission or transport, and that it is possible to check and establish to which entities the transfer of Personal Data by means of data transmission facilities is envisaged (transmission control), Oracle will comply with the following requirements: Except as otherwise specified for the Cloud Services, transfers of data outside the Cloud Service environment are encrypted. Some Cloud Services, such as social media services, may be configurable to permit access to sites that require non-encrypted communications. The content of communications (including sender and recipient addresses) sent through some email or messaging services may not be encrypted once received through such services. Customer is solely responsible for the results of its decision to use non-encrypted communications or transmissions. 9.5 To ensure that it is possible to check and establish whether and by whom Personal Data have been entered into data processing systems, modified or removed (input control), Oracle will comply with the following requirements: the Personal Data source is under the control of the Customer, and Personal Data integration into the system is managed by secured file transfer (i.e., via web services or entered into the application) from the Customer. 9.6 To ensure that Personal Data is Processed strictly in accordance with the instructions of the Customer, Oracle must comply with the instructions of the Customer concerning Processing of Personal Data; such instructions are specified in the Agreement and in this Data Processing Agreement, and may additionally be provided by Customer in writing from time to time. 9.7 To ensure that Personal Data is protected against accidental destruction or loss, for Cloud Services hosted @Oracle: back-ups are taken on a regular basis; back-ups are encrypted and are secured. 9.8 To ensure that Personal Data which is collected for different purposes may be Processed separately, data from different Oracle customers’ environments is logically segregated on Oracle’s systems. 10. Audit Rights Customer may audit Oracle’s compliance with the terms of the Agreement and this Data Processing Agreement up to once per year. Customer may perform more frequent audits of the Cloud Service computer systems that Process Personal Data to the extent required by laws applicable to Customer. If a third party is to conduct the audit, the third party must be mutually agreed to by Customer and Oracle and must execute a written confidentiality agreement acceptable to Oracle before conducting the audit. To request an audit, Customer must submit a detailed audit plan at least two weeks in advance of the proposed audit date to Oracle Corporation’s Global Information Security organization (“GIS”) describing the proposed scope, duration, and start date of the audit. Oracle will review the audit plan and provide Customer with any concerns or questions (for example, any request for information that could compromise Oracle security, privacy, or employment policies). Oracle will work cooperatively with Customer to agree on a final audit plan. The audit must be conducted during regular business hours at the applicable facility, subject to Oracle policies, and may not unreasonably interfere with Oracle business activities. If the information required for such an audit is not contained in a SSAE 16/ISAE 3402 Type 2 or similar report, Oracle will make reasonable efforts to provide requested information to the auditor. Oracle Service Definition for <Oracle ERP Cloud Service> 58 17/03/2016 Customer will provide GIS any audit reports generated in connection with any audit under this section, unless prohibited by law. Customer may use the audit reports only for the purposes of meeting its regulatory audit requirements and/or confirming compliance with the requirements of the Agreement and this Data Processing Agreement. The audit reports are Confidential Information of the parties under the terms of the Agreement. Any audits are at the Customer's expense. Any request for Oracle to provide assistance with an audit is considered a separate service if such audit assistance requires the use of different or additional resources. Oracle will seek the Customer's written approval and agreement to pay any related fees before performing such audit assistance. 11. Incident Management and Breach Notification Oracle evaluates and responds to incidents that create suspicion of unauthorized access to or handling of Personal Data. GIS is informed of such incidents and, depending on the nature of the activity, defines escalation paths and response teams to address those incidents. GIS will work with Customer, with internal Oracle lines of business, with the appropriate technical teams and, where necessary, with outside law enforcement to respond to the incident. The goal of the incident response will be to restore the confidentiality, integrity, and availability of the Cloud Services environment, and to establish root causes and remediation steps. Oracle operations staff is instructed on responding to incidents where handling of Personal Data may have been unauthorized, including prompt and reasonable reporting to GIS and to Oracle Corporation’s legal department, escalation procedures, and chain of custody practices to secure relevant evidence. For purposes of this section, “security breach” means the misappropriation of Personal Data located on Oracle systems or the Cloud Services environment that compromises the security, confidentiality or integrity of such information. Oracle shall inform Customer within three business days if Oracle determines that Personal Data has been subject to a security breach (including by an Oracle employee) or any other circumstance in which Customer is required to provide a notification under applicable law, unless otherwise required by law. Oracle shall promptly investigate any security breach and take reasonable measures to identify its root cause(s) and prevent a recurrence. As information is collected or otherwise becomes available, unless prohibited by law, Oracle will provide Customer with a description of the security breach, the type of data that was the subject of the breach, and other information Customer may reasonably request concerning the affected persons. The parties agree to coordinate in good faith on developing the content of any related public statements or any required notices for the affected persons. 12. Return and Deletion of Personal Data upon End of Cloud Services or at Customer’s Request (“Data Portability”) Following termination of the Cloud Services, Oracle will return or otherwise make available for retrieval Customer’s Personal Data then in the Cloud Services environment. Following return of the data, or as otherwise specified in the Agreement, Oracle will promptly delete or otherwise render inaccessible all copies of Personal Data from the production Cloud Services environment, except as may be required by law. Oracle’s data return and deletion practices are described in more detail in the Agreement. 13. Legally Required Disclosures Except as otherwise required by law, Oracle will promptly notify Customer of any subpoena, judicial, administrative or arbitral order of an executive or administrative agency or other governmental authority (“demand”) that it receives and which relates to the Personal Data Oracle is Processing on Customer’s behalf. At Customer’s request, Oracle will provide Customer with reasonable information in its possession that may be responsive to the demand and any assistance reasonably required for Customer to respond to the demand in a timely manner. Customer acknowledges that Oracle has no responsibility to interact directly with the entity making the demand. 14. Service Analyses Oracle may (i) compile statistical and other information related to the performance, operation and use of the Cloud Services, and (ii) use data from the Cloud Services environment in aggregated form for security and Oracle Service Definition for <Oracle ERP Cloud Service> 59 17/03/2016 operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). Oracle may make Service Analyses publicly available; however, Service Analyses will not incorporate Customer’s Content or Confidential Information in a form that could serve to identify Customer or any data subject, and Service Analyses do not constitute Personal Data. Oracle retains all intellectual property rights in Service Analyses. Oracle Service Definition for <Oracle ERP Cloud Service> 60 17/03/2016 APPENDIX 4 - ORACLE CLOUD SERVICES AGREEMENT ORACLE CLOUD SERVICES AGREEMENT This Oracle Cloud Services Agreement (this “Agreement”) is between Oracle Corporation UK Limited (“Oracle”) and the individual or entity that has executed this Agreement as identified in the signature block below (“You”). This Agreement sets forth the terms and conditions that govern orders placed by You for Services under this Agreement. 1. AGREEMENT DEFINITIONS 1.1. “Ancillary Program” means any software agent or tool owned or licensed by Oracle that Oracle makes available to You for download as part of the Cloud Services for purposes of facilitating Your access to, operation of, and/or use with, the Services Environment. The term “Ancillary Program” does not include Separately Licensed Third Party Technology. 1.2. “Auto Renew” or “Auto Renewal” is the process by which the Services Period of certain Cloud Services under an order is automatically extended for an additional Services Period unless such Services are otherwise terminated in accordance with the terms of the order or this Agreement. The Service Specifications incorporated into Your order define which Cloud Services are eligible for Auto Renewal as well as any terms applicable to any such renewal. 1.3. “Cloud Services” means, collectively, the Oracle cloud services (e.g., Oracle software as a service offerings and related Oracle Programs) listed in Your order and defined in the Service Specifications. The term “Cloud Services” does not include Professional Services. 1.4. “Data Center Region” refers to the geographic region in which the Services Environment is physically located. The Data Center Region applicable to the Cloud Services is set forth in Your order. 1.5. “Oracle Programs” refers to the software products owned or licensed by Oracle to which Oracle grants You access as part of the Cloud Services, including Program Documentation, and any program updates provided as part of the Cloud Services. The term “Oracle Programs” does not include Separately Licensed Third Party Technology. 1.6. “Professional Services” means, collectively, the consulting and other professional services which You have ordered. Professional Services include any deliverables described in Your order and delivered by Oracle to You under the order. The term “Professional Services” does not include Cloud Services. 1.7. “Program Documentation” refers to the user manuals referenced within the Service Specifications for Cloud Services, as well as any help windows and readme files for the Oracle Programs that are accessible from within the Services. The Program Documentation describes technical and functional aspects of the Oracle Programs. For Oracle Infrastructure-as-a-Service (IaaS) Cloud Services, “Program Documentation” includes documentation, help windows and readme files for the IaaS hardware products. You may access the documentation online at http://oracle.com/contracts or such other address specified by Oracle. 1.8. “Separate Terms” refers to separate license terms between You and a third party licensor that are specified in the Program Documentation, Service Specifications, readme or notice files and that apply to Separately Licensed Third Party Technology. 1.9. “Separately Licensed Third Party Technology” refers to third party technology that is licensed under Separate Terms and not under the terms of this Agreement. 1.10. “Services” means, collectively, both the Cloud Services and Professional Services that You have ordered. Oracle Service Definition for <Oracle ERP Cloud Service> 61 17/03/2016 1.11. “Services Environment” refers to the combination of hardware and software components owned, licensed or managed by Oracle to which Oracle grants You and Your Users access as part of the Cloud Services which You have ordered. As applicable and subject to the terms of this Agreement and Your order, Oracle Programs, Third Party Content, Your Content and Your Applications may be hosted in the Services Environment. 1.12. “Service Specifications” means the descriptions on www.oracle.com/contracts, or such other address specified by Oracle, that are applicable to the Services under Your order, including any Program Documentation, hosting, support and security policies (for example, Oracle Cloud Hosting and Delivery Policies), and other descriptions referenced or incorporated in such descriptions or Your order. 1.13. “Services Period” refers to the period of time for which You ordered Cloud Services as specified in Your order. 1.14. “Third Party Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle and made available to You through, within, or in conjunction with Your use of, the Cloud Services. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, and data libraries and dictionaries. Third Party Content does not include Separately Licensed Third Party Technology. 1.15. “Users” means those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the Cloud Services in accordance with this Agreement and Your order. For Cloud Services that are specifically designed to allow Your customers, suppliers or other third parties to access the Cloud Services to interact with You, such third parties will be considered “Users” subject to the terms of this Agreement and Your order. 1.16. “You” and “Your” refers to the individual or entity that has executed this Agreement. 1.17. “Your Applications” means all software programs, including any source code for such programs, that You or Your Users provide and load onto, or create using, any Oracle “platform-as-a-service” or “infrastructureas-a-service” Cloud Services. Services under this Agreement, including Oracle Programs and Services Environments, Oracle intellectual property, and all derivative works thereof, do not fall within the meaning of the term “Your Applications.” 1.18. “Your Content” means all text, files, images, graphics, illustrations, information, data (including Personal Data as that term is defined in the Data Processing Agreement for Oracle Cloud Services described in ection 11.2 below), audio, video, photographs and other content and material (other than Your Applications), in any format, provided by You or Your Users that reside in, or run on or through, the Services Environment. 2. TERM OF AGREEMENT Unless this Agreement is terminated earlier as described below, You may place orders governed by this Agreement for a period of five years from the effective date of this Agreement (indicated below in Section 25). This Agreement will continue to govern any order for the duration of the Services Period of such order. 3. RIGHTS GRANTED 3.1 For the duration of the Services Period and subject to Your payment obligations, and except as otherwise set forth in this Agreement or Your order, You have the non-exclusive, non-assignable, royalty free, worldwide limited right to access and use the Services that You ordered, including anything developed by Oracle and delivered to You as part of the Services, solely for Your internal business operations and subject to the terms of this Agreement and Your order, including the Service Specifications. You may allow Your Users to use the Services for this purpose and You are responsible for Your Users’ compliance with this Agreement and the order. 3.2 You do not acquire under this Agreement any right or license to use the Services, including the Oracle Programs and Services Environment, in excess of the scope and/or duration of the Services stated in Your order. Upon the end of the Services ordered, Your right to access and use the Services will terminate. Oracle Service Definition for <Oracle ERP Cloud Service> 62 17/03/2016 3.3 To enable Oracle to provide You and Your Users with the Services, You grant Oracle the right to use, process and transmit, in accordance with this Agreement and Your order, Your Content and Your Applications for the duration of the Services Period plus any additional post-termination period during which Oracle provides You with access to retrieve an export file of Your Content and Your Applications. If Your Applications include third party programs, You acknowledge that Oracle may allow providers of those third party programs to access the Services Environment, including Your Content and Your Applications, as required for the interoperation of such third party programs with the Services. Oracle will not be responsible for any use, disclosure, modification or deletion of Your Content or Your Applications resulting from any such access by third party program providers or for the interoperability of such third party programs with the Services. 3.4 Except as otherwise expressly set forth in Your order for certain Cloud Services offerings (e.g., a private cloud hosted at Your facility), You acknowledge that Oracle has no delivery obligation for Oracle Programs and will not ship copies of such programs to You as part of the Services. 3.5 The Services may contain or require the use of Separately Licensed Third Party Technology. You are responsible for complying with the Separate Terms specified by Oracle that govern Your use of Separately Licensed Third Party Technology. Oracle may provide certain notices to You in the Service Specifications, Program Documentation, readme or notice files in connection with such Separately Licensed Third Party Technology. The third party owner, author or provider of such Separately Licensed Third Party Technology retains all ownership and intellectual property rights in and to such Separately Licensed Third Party Technology. 3.6 As part of certain Cloud Services offerings, Oracle may provide You with access to Third Party Content within the Services Environment. The type and scope of any Third Party Content is defined in the Service Specifications applicable to Your order. The third party owner, author or provider of such Third Party Content retains all ownership and intellectual property rights in and to that content, and Your rights to use such Third Party Content are subject to, and governed by, the terms applicable to such content as specified by such third party owner, author or provider. 4. OWNERSHIP AND RESTRICTIONS 4.1 You retain all ownership and intellectual property rights in and to Your Content and Your Applications. Oracle or its licensors retain all ownership and intellectual property rights to the Services, including Oracle Programs and Ancillary Programs, and derivative works thereof, and to anything developed or delivered by or on behalf of Oracle under this Agreement. 4.2 You may not, and may not cause or permit others to: a) remove or modify any program markings or any notice of Oracle’s or its licensors’ proprietary rights; b) make the programs or materials resulting from the Services (excluding Your Content and Your Applications) available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Services You have acquired); c) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs) unless required to be permitted by law for interoperability, or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Oracle; d) perform or disclose any benchmark or performance tests of the Services, including the Oracle Programs; e) perform or disclose any of the following security testing of the Services Environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and f) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Services, Oracle Programs, Ancillary Programs, Services Environments or Oracle materials to any third party, other than as expressly permitted under the terms of the applicable order. Oracle Service Definition for <Oracle ERP Cloud Service> 63 17/03/2016 5. SERVICE SPECIFICATIONS 5.1 The Services are subject to and governed by Service Specifications applicable to Your order. Service Specifications may define provisioning and management processes applicable to the Services (such as capacity planning), types and quantities of system resources (such as storage allotments), functional and technical aspects of the Oracle Programs, as well as any Services deliverables. You acknowledge that use of the Services in a manner not consistent with the Service Specifications may adversely affect Services performance and/or may result in additional fees. If the Services permit You to exceed the ordered quantity (e.g., soft limits on counts for Users, sessions, storage, etc.), then You are responsible for promptly purchasing additional quantity to account for Your excess usage. For any month that You do not promptly purchase such additional quantity, Oracle may require You to pay, in addition to the fees for the additional quantity, an excess usage fee for those Services equivalent to 10% of the fees for the additional quantity in the month in which such excess usage occurred. 5.2 Oracle may make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) during the Services Period, including to reflect changes in technology, industry practices, patterns of system use, and availability of Third Party Content. The Service Specifications are subject to change at Oracle’s discretion; however, Oracle changes to the Service Specifications will not result in a material reduction in the level of performance or availability of the applicable Services provided to You for the duration of the Services Period. 5.3 Your order will specify the Data Center Region in which Your Services Environment will reside. As described in the Service Specifications and to the extent applicable to the Cloud Services that You have ordered, Oracle will provide production, test, and backup environments in the Data Center Region stated in Your order. Oracle and its affiliates may perform certain aspects of Cloud Services, such as service administration and support, as well as other Services (including Professional Services and disaster recovery), from locations and/or through use of subcontractors, worldwide. 6. USE OF THE SERVICES 6.1 You are responsible for identifying and authenticating all Users, for approving access by such Users to the Services, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Your and Your Users’ usernames, passwords and accounts with Oracle, You accept responsibility for the confidentiality and timely and proper termination of user records in Your local (intranet) identity infrastructure or on Your local computers. Oracle is not responsible for any harm caused by Your Users, including individuals who were not authorized to have access to the Services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in Your local identity management infrastructure or Your local computers. You are responsible for all activities that occur under Your and Your Users’ usernames, passwords or accounts or as a result of Your or Your Users’ access to the Services, and agree to notify Oracle immediately of any unauthorized use. You agree to make every reasonable effort to prevent unauthorized third parties from accessing the Services. 6.2 You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including Your Content, Your Applications and Third Party Content, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Oracle under this Agreement, Oracle reserves the right, but has no obligation, to take remedial action if any material violates the restrictions in the foregoing sentence (the “Acceptable Use Policy”), including the removal or disablement of access to such material. Oracle shall have no liability to You in the event that Oracle takes such action. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Your Content and Your Applications. You agree to defend and indemnify Oracle against any claim arising out of a violation of Your obligations under this section. 6.3 You are required to accept all patches, bug fixes, updates, maintenance and service packs (collectively, “Patches”) necessary for the proper function and security of the Services, including for the Oracle Programs, as such Patches are generally released by Oracle as described in the Service Specifications. Oracle Service Definition for <Oracle ERP Cloud Service> 64 17/03/2016 Oracle is not responsible for performance or security issues encountered with the Cloud Services that result from Your failure to accept the application of Patches that are necessary for the proper function and security of the Services. Except for emergency or security related maintenance activities, Oracle will coordinate with You the scheduling of application of Patches, where possible, based on Oracle’s next available standard maintenance window. 7. TRIAL USE AND PILOT CLOUD SERVICES 7.1 Oracle may make available certain Cloud Services for trial, non-production purposes. Cloud Services for trial purposes must be ordered under a separate agreement. Cloud Services acquired for trial purposes are provided on an “as is” and “as available” basis and may not be used with production data that has not been masked, anonymized or otherwise rendered unreadable. Oracle does not provide technical or other support or offer any warranties for such Services. 7.2 Oracle may make available “conference room pilots” for certain Cloud Services under a separate agreement. Conference room pilots ordered by You are described in Your order and are provided solely for You to evaluate and test the Cloud Services for Your internal business purposes. Conference room pilots are provided by Oracle on an “as is” and “as available” basis, and Oracle does not provide technical or other support or offer any warranties for such Services. You may not include any production data in Your conference room pilot Services Environment that has not been masked, anonymized or otherwise rendered unreadable. You may be required to order certain Professional Services as a prerequisite to an order for a conference room pilot. 7.3 Oracle may make available “production pilots” for certain Cloud Services under this Agreement. Production pilots ordered by You are described in the Service Specifications applicable to Your order, and are provided solely for You to evaluate and test Cloud Services for Your internal business purposes. You may be required to order certain Professional Services as a prerequisite to an order for a production pilot. 8. FEES AND TAXES 8.1 All fees payable to Oracle are due within 30 days from the invoice date. Once placed, Your order is noncancelable and the sums paid nonrefundable, except as provided in this Agreement or Your order. You will pay any sales, value-added or other similar taxes imposed by applicable law that Oracle must pay based on the Services You ordered, except for taxes based on Oracle’s income. Also, You will reimburse Oracle for reasonable expenses related to providing any Professional Services. Fees for Services listed in an order are exclusive of taxes and expenses. 8.2 You understand that You may receive multiple invoices for the Services You ordered. Invoices will be submitted to You pursuant to Oracle's Invoicing Standards Policy, which may be accessed at http://oracle.com/contracts. 8.3 You agree and acknowledge that You have not relied on the future availability of any Services, programs or updates in entering into the payment obligations in Your order; however, the preceding does not relieve Oracle of its obligation during the Services Period to deliver Services that You have ordered per the terms of this Agreement. 9. SERVICES PERIOD; END OF SERVICES 9.1 Services provided under this Agreement shall be provided for the Services Period defined in Your order, unless earlier suspended or terminated in accordance with this Agreement or the order. If stated in the Service Specifications, certain Cloud Services that are ordered will Auto Renew for additional Services Periods unless (i) You provide Oracle with written notice no later than thirty (30) days prior to the end of the applicable Services Period of Your intention not to renew such Cloud Services, or (ii) Oracle provides You with written notice no later than ninety (90) days prior to the end of the applicable Services Period of its intention not to renew such Cloud Services. 9.2 Upon the end of the Services, You no longer have rights to access or use the Services, including the associated Oracle Programs and Services Environments; however, at Your request, and for a period of up to 60 days after the end of the applicable Services Period, Oracle will make available Your Content and Your Applications then in the Services Environment for the purpose of retrieval by You. At the end of such 60 day period, and except as may be required by law, Oracle will delete or otherwise render inaccessible any of Your Content and Your Applications that remain in the Services Environment. Oracle Service Definition for <Oracle ERP Cloud Service> 65 17/03/2016 9.3 Oracle may temporarily suspend Your password, account, and access to or use of the Services if You or Your Users violate any provision within the ‘Rights Granted’, ‘Ownership and Restrictions’, ‘Fees and Taxes’, ‘Use of the Services’, or ‘Export’ sections of this Agreement, or if in Oracle’s reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality. Oracle will provide advance notice to You of any such suspension in Oracle’s reasonable discretion based on the nature of the circumstances giving rise to the suspension. Oracle will use reasonable efforts to reestablish the affected Services promptly after Oracle determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured; however, during any suspension period, Oracle will make available to You Your Content and Your Applications as existing in the Services Environment on the date of suspension. Oracle may terminate the Services under an order if any of the foregoing causes of suspension is not cured within 30 days after Oracle’s initial notice thereof. Any suspension or termination by Oracle under this paragraph shall not excuse You from Your obligation to make payment(s) under this Agreement. 9.4 If either of us breaches a material term of this Agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the order under which the breach occurred. If Oracle terminates the order as specified in the preceding sentence, You must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services under such order plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement, You may not use those Services ordered. 9.5 If You have used an Oracle Financing Division contract to pay for the fees due under an order and You are in default under that contract, You may not use the Services that are subject to such contract. 9.6 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive. 10. NONDISCLOSURE 10.1 By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). We each agree to disclose only information that is required for the performance of obligations under this Agreement. Confidential information shall be limited to the terms and pricing under this Agreement, Your Content and Your Applications residing in the Services Environment, and all information clearly identified as confidential at the time of disclosure. 10.2 A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party. 10.3 We each agree not to disclose each other’s Confidential Information to any third party other than as set forth in the following sentence for a period of three years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party; however, Oracle will hold Your Confidential Information that resides within the Services Environment in confidence for as long as such information resides in the Services Environment. We each may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Oracle will protect the confidentiality of Your Content or Your Applications residing in the Services Environment in accordance with the Oracle security practices defined as part of the Service Specifications applicable to Your order. In addition, Your Personal Data will be treated in accordance with the terms of Section 11 below. Nothing shall prevent either party from disclosing the terms or pricing under this Agreement or orders placed under this Agreement in any legal proceeding arising from or in connection with this Agreement or from disclosing the Confidential Information to a governmental entity as required by law. 11. DATA PROTECTION 11.1 In performing the Services, Oracle will comply with the Oracle Services Privacy Policy, which is available at http://www.oracle.com/html/Services-privacy-policy.html and incorporated herein by reference. Oracle Service Definition for <Oracle ERP Cloud Service> 66 17/03/2016 The Oracle Services Privacy Policy is subject to change at Oracle’s discretion; however, Oracle policy changes will not result in a material reduction in the level of protection provided for Your Personal Data provided as part of Your Content during the Services Period of Your order. 11.2 Oracle’s Data Processing Agreement for Oracle Cloud Services (the “Data Processing Agreement”), which is available at http://www.oracle.com/dataprocessingagreement and incorporated herein by reference, describes the parties’ respective roles for the processing and control of Personal Data that You provide to Oracle as part of the Cloud Services. Oracle will act as a data processor, and will act on Your instruction concerning the treatment of Your Personal Data residing in the Services Environment, as specified in this Agreement, the Data Processing Agreement and the applicable order. You agree to provide any notices and obtain any consents related to Your use of the Services and Oracle’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of Personal Data. 11.3 The Service Specifications applicable to Your order define the administrative, physical, technical and other safeguards applied to Your Content residing in the Services Environment, and describe other aspects of system management applicable to the Services. You are responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content and Your Applications, including any viruses, Trojan horses, worms or other programming routines contained in Your Content or Your Applications that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data. 11.4 You may not provide Oracle access to health, payment card or similarly sensitive personal information that imposes specific data security obligations for the processing of such data unless specified in Your order. If available, You may purchase services from Oracle (e.g., Oracle Payment Card Industry Compliance Services, Oracle HIPAA Security Services, Oracle Federal Security Services, etc.) designed to address particular data protection requirements applicable to Your business or Your Content. 12. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES 12.1 Oracle warrants that it will perform (i) Cloud Services in all material respects as described in the Service Specifications, and (ii) Professional Services in a professional manner in accordance with the Service Specifications. If the Services provided to You were not performed as warranted, You must promptly provide written notice to Oracle that describes the deficiency in the Services (including, as applicable, the service request number notifying Oracle of the deficiency in the Services). 12.2 ORACLE DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERRORFREE OR UNINTERRUPTED, OR THAT ORACLE WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY ORACLE, AND (C) THE SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT ORACLE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ORACLE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ORACLE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT, YOUR APPLICATIONS OR THIRD PARTY CONTENT. ORACLE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD PARTY CONTENT OR SERVICES, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT OR SERVICES. 12.3 FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND ORACLE WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO ORACLE FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION. Oracle Service Definition for <Oracle ERP Cloud Service> 67 17/03/2016 12.4 TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. 13. LIMITATION OF LIABILITY NOTHING IN THIS AGREEMENT SHALL LIMIT ORACLE’S LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY THE NEGLIGENCE OF ORACLE, OR ORACLE’S LIABILITY IN THE TORT OF DECEIT. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE. ORACLE’S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID TO ORACLE FOR THE SERVICES UNDER THE ORDER GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY YOU FROM ORACLE UNDER SUCH ORDER. 14. INDEMNIFICATION 14.1 Subject to the terms of this Section 14 (Indemnification), if a third party makes a claim against either You or Oracle (“Recipient” which may refer to You or Oracle depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, hardware, or material (collectively, “Material”) furnished by either You or Oracle (“Provider” which may refer to You or Oracle depending on which party provided the Material) and used by the Recipient infringes the third party’s intellectual property rights, the Provider, at the Provider’s sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following: a. notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law); b. gives the Provider sole control of the defense and any settlement negotiations; and c. gives the Provider the information, authority and assistance the Provider needs to defend against or settle the claim. 14.2 If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects Oracle’s ability to meet its obligations under the relevant order, then Oracle may, at its option and upon 30 days prior written notice, terminate the order. 14.3 The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the scope of use identified in the Provider’s user or program documentation or Service Specifications, (b) uses a version of the Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was made available to the Recipient, or (c) continues to use the applicable Material after the end of the license to use that Material. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, service, data, hardware or material not furnished by the Provider. Oracle will not indemnify You for any portion of an infringement claim that is based upon the combination of any Material with any products or Services not provided by Oracle. Oracle will not indemnify You to the extent that an infringement claim is based on Third Party Content or any Material from a third party portal or other external source that is accessible to You within or from the Services (e.g., a social media post from a third party blog or forum, a third party Web page accessed via a hyperlink, etc.). Oracle will not indemnify You for infringement caused by Your actions against any third party if the Services as Oracle Service Definition for <Oracle ERP Cloud Service> 68 17/03/2016 delivered to You and used in accordance with the terms of this Agreement would not otherwise infringe any third party intellectual property rights. Oracle will not indemnify You for any intellectual property infringement claim(s) known to You at the time Services rights are obtained. 14.4 The term “Material” defined above does not include Separately Licensed Third Party Technology. Solely with respect to Separately Licensed Third Party Technology that is part of or is required to use the Cloud Services and that is used: (a) in unmodified form; (b) as part of or as required to use the Cloud Services; and (c) in accordance with the usage grant for the relevant Cloud Services and all other terms and conditions of this Agreement, Oracle will indemnify You for infringement claims for Separately Licensed Third Party Technology to the same extent as Oracle is required to provide infringement indemnification for Materials under the terms of the Agreement. 14.5 This Section 14 provides the parties’ exclusive remedy for any infringement claims or damages. 15. THIRD PARTY WEB SITES, CONTENT, PRODUCTS AND SERVICES 15.1 The Services may enable You to link to, transmit Your Content to, or otherwise access, other Web sites, content, products, services, and information of third parties. Oracle does not control and is not responsible for such Web sites or any such content , products, services and information accessible from or provided through the Services, and You bear all risks associated with access to and use of such Web sites and third party content, products, services and information. 15.2 Any Third Party Content made accessible by Oracle in or through the Services Environment is provided on an “as-is” and “as available” basis without any warranty of any kind. Third Party Content may be indecent, offensive, inaccurate, infringing or otherwise objectionable or unlawful, and You acknowledge that Oracle is not responsible for and under no obligation to control, monitor or correct Third Party Content; however, Oracle reserves the right to take remedial action if any such content violates applicable restrictions under Section 6.2 of this Agreement, including the removal of, or disablement of access to, such content. 15.3 You acknowledge that: (i) the nature, type, quality and availability of Third Party Content may change at any time during the Services Period, and (ii) features of the Services that interoperate with third parties such as Facebook™, YouTube™ and Twitter™, etc. (each, a “Third Party Service”), depend on the continuing availability of such third parties’ respective application programming interfaces (APIs) for use with the Services. Oracle may update, change or modify the Services under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs. If any third party ceases to make its Third Party Content or APIs available on reasonable terms for the Services, as determined by Oracle in its sole discretion, Oracle may cease providing access to the affected Third Party Content or Third Party Services without any liability to You. Any changes to Third Party Content, Third Party Services or APIs, including their availability or unavailability, during the Services Period does not affect Your obligations under this Agreement or the applicable order, and You will not be entitled to any refund, credit or other compensation due to any such changes. 15.4 Any Third Party Content that You store in Your Services Environment will count towards any storage or other allotments applicable to the Cloud Services that You ordered. 16. SERVICES TOOLS AND ANCILLARY PROGRAMS 16.1 Oracle may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the Services and to help resolve Your Oracle service requests. The Tools will not collect or store any of Your Content or Your Applications residing in the Services Environment, except as necessary to provide the Services or troubleshoot service requests or other problems in the Services. Information collected by the Tools (excluding Your Content and Your Applications) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license and Services management. 16.2 As part of the Cloud Services, Oracle may provide You with on-line access to download certain Ancillary Programs for use with the Services. If Oracle does not specify separate terms for such Ancillary Programs, then, subject to Your payment obligations, You have the non-exclusive, non-assignable, royalty free, worldwide limited right to use such Ancillary Programs solely to facilitate Your access to, operation of, and/or use of the Services Environment, subject to the terms of this Agreement and Your order, including Oracle Service Definition for <Oracle ERP Cloud Service> 69 17/03/2016 the Services Specifications. Your right to use such Ancillary Programs will terminate upon the earlier of Oracle’s notice (which may be through posting on https://support.oracle.com or such other URL designated by Oracle), the end of the Cloud Services associated with the Ancillary Programs, or the date on which the license to use the Ancillary Programs ends under the Separate Terms specified for such programs. 17. SERVICE ANALYSES Oracle may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services Environment in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). Oracle may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content or Confidential Information in a form that could serve to identify You or any individual, and Service Analyses do not constitute Personal Data. Oracle retains all intellectual property rights in Service Analyses. 18. EXPORT 18.1 Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. You agree that such export laws govern Your use of the Services (including technical data) and any Services deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. 18.2 You acknowledge that the Cloud Services are designed with capabilities for You and Your Users to access the Services Environment without regard to geographic location and to transfer or otherwise move Your Content and Your Applications between the Services Environment and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts, as well as export control and geographic transfer of Your Content and Your Applications. 19. FORCE MAJEURE Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Services and affected orders upon written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services. 20. GOVERNING LAW AND JURISDICTION This Agreement is governed by English law and You and Oracle agree to submit to the exclusive jurisdiction of, and venue in, the courts of England in any dispute arising out of or relating to this Agreement. 21. NOTICE 21.1 Any notice required under this Agreement shall be provided to the other party in writing. If You have a dispute with Oracle or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Oracle Corporation UK Limited, Oracle Parkway, Thames Valley Park, Reading, Berkshire RG6 1RA, marked for the attention of the Director of Legal Services, Legal Department. 21.2 To request a termination of Services in accordance with this Agreement, You must submit a service request to Oracle at the address specified in Your order or the Service Specifications. 21.3 Oracle may give notices applicable to Oracle’s Cloud Services customer base by means of a general notice on the Oracle portal for the Cloud Services, and notices specific to You by electronic mail to Your eOracle Service Definition for <Oracle ERP Cloud Service> 70 17/03/2016 mail address on record in Oracle’s account information or by written communication sent by first class mail or pre-paid post to Your address on record in Oracle’s account information. 22. ASSIGNMENT You may not assign this Agreement or give or transfer the Services (including the Oracle Programs) or an interest in them to another individual or entity. If You grant a security interest in any portion of the Services, the secured party has no right to use or transfer the Services or any deliverables, and if You decide to finance Your acquisition of the Services, You will follow Oracle’s policies regarding financing which are at http://oracle.com/contracts. The foregoing shall not be construed to limit the rights You may otherwise have with respect to Separately Licensed Third Party Technology licensed under open source or similar license terms. 23. OTHER 23.1 Oracle is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance. You shall defend and indemnify Oracle against liability arising under any applicable laws, ordinances or regulations related to Your termination or modification of the employment of any of Your employees in connection with any Services under this Agreement. You understand that Oracle’s business partners and other third parties, including any third party firms retained by You to provide consulting or implementation services or applications that interact with the Cloud Services, are independent of Oracle and are not Oracle’s agents. Oracle is not liable for, bound by, or responsible for any problems with the Services arising due to, any acts of any such business partner or third party, unless the business partner or third party is providing Services as an Oracle subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as Oracle would be responsible for Oracle resources under this Agreement. 23.2 If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement. 23.3 Except for actions for nonpayment or breach of Oracle’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued. 23.4 Oracle Programs and Services are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Oracle Programs and Services in such applications. 23.5 You shall obtain at Your sole expense any rights and consents from third parties necessary for Your Content, Your Applications, and Third Party Content, as well as other vendor’s products provided by You that You use with the Services, including such rights and consents as necessary for Oracle to perform the Services under this Agreement. 23.6 You agree to provide Oracle with all information, access and full good faith cooperation reasonably necessary to enable Oracle to provide the Services and You will perform the actions identified in Your order as Your responsibilities. 23.7 You remain solely responsible for Your regulatory compliance in connection with Your use of the Services. You are responsible for making Oracle aware of any technical requirements that result from Your regulatory obligations prior to entering into an order governed by this Agreement. Oracle will cooperate with Your efforts to determine whether use of the standard Oracle Services offering is consistent with those requirements. Additional fees may apply to any additional work performed by Oracle or changes to the Services. 23.8 Oracle may audit Your use of the Services (e.g., through use of software tools) to assess whether Your use of the Services is in accordance with Your order and the terms of this Agreement. You agree to cooperate with Oracle’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay within 30 days of written notification any fees applicable to Your use of the Services in excess of Your rights. If You do not Oracle Service Definition for <Oracle ERP Cloud Service> 71 17/03/2016 pay, Oracle can end Your Services and/or Your order. You agree that Oracle shall not be responsible for any of Your costs incurred in cooperating with the audit. 23.9 The purchase of Cloud Services, Professional Services, or other service offerings, programs or products are all separate offers and separate from any other order. You understand that You may purchase Cloud Services, Professional Services, or other service offerings, programs or products independently of any other order. Your obligation to pay under any order is not contingent on performance of any other service offerings or delivery of programs or products. 23.10 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act of 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act. 24. ENTIRE AGREEMENT 24.1 You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, is the complete agreement for the Services ordered by You and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services. Nothing in this Agreement excludes or limits Oracle’s liability for deceit or fraudulent misrepresentation. 24.2 It is expressly agreed that the terms of this Agreement and any Oracle order shall supersede the terms in any purchase order, procurement internet portal, or other similar non-Oracle document and no terms included in any such purchase order, portal, or other non-Oracle document shall apply to the Services ordered. In the event of any inconsistencies between the terms of an order and the Agreement, the order shall take precedence; however, unless expressly stated otherwise in an order, the terms of the Data Processing Agreement shall take precedence over any inconsistent terms in an order. Except as otherwise permitted in Section 5 (Service Specifications), Section 11 (Data Protection) and Section 15 (Third Party Web Sites) with respect to the Services, this Agreement and orders hereunder may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Oracle Store by authorized representatives of You and of Oracle. No third party beneficiary relationships are created by this Agreement. 25. CLOUD SERVICES EFFECTIVE DATE The Effective Date of this Cloud Services Agreement is ________________________________. (DATE TO BE COMPLETED BY ORACLE) Company Name:___________________________ Oracle Corporation UK Limited Authorized Authorized Signature:_________________________________ Signature:__________________________ Name:____________________________________ Name: _____________________________ Title: _____________________________________ Title: _______________________________ Signature Date: _____________________________ Signature Date: ______________________ Agreement No.: _____________________________[to be completed by Oracle] Oracle Service Definition for <Oracle ERP Cloud Service> 72