1. Acceptance and who these terms apply to
These Terms and Conditions (the “Terms”) govern access to and use of the software products and services provided by Woodside Solutions Inc. (“Woodside”, “we”, “us”, “our”), including Trident for Procurement, whether obtained directly from us or through a marketplace such as the SAP Store.
These Terms apply to the organisation that subscribes to the Services (the “Customer”) and to each Authorised User who accesses the Services on the Customer’s behalf. By accepting these Terms, signing an Order Form that references them, or accessing or using the Services, the Customer agrees to be bound by them. If you are accepting on behalf of an organisation, you confirm that you have authority to bind that organisation.
If the Customer and Woodside have signed an Order Form or a master agreement, that signed document takes precedence over these Terms to the extent of any conflict.
2. Definitions
- “Services” means the Woodside software products and hosted services made available to the Customer, including Trident for Procurement, together with related documentation, updates and support.
- “Customer” means the organisation named in the Order Form, or that otherwise subscribes to the Services.
- “Customer Data” means all data, documents and content that the Customer or its Authorised Users submit to, connect to, or process through the Services, including data retrieved from the Customer’s connected systems.
- “Authorised User” means an employee, contractor or agent of the Customer whom the Customer permits to use the Services under its subscription.
- “Order Form” means the ordering document, marketplace purchase (including an SAP Store order) or other written agreement that sets out the Services purchased, the subscription term, fees and any special terms.
- “AI Output” means any content, analysis, score, recommendation, summary, draft or proposed action generated by the Services using artificial intelligence or machine learning.
3. Access and licence
Subject to these Terms and payment of the applicable fees, Woodside grants the Customer a subscription-based, non-exclusive, non-transferable, non-sublicensable right for its Authorised Users to access and use the Services for the Customer’s internal business purposes. This right lasts only for the subscription term set out in the Order Form and is limited to the scope (such as users, modules or usage volumes) stated there.
All rights not expressly granted in these Terms are reserved by Woodside.
4. Customer responsibilities
The Customer is responsible for:
- keeping account credentials secure, controlling who has access, and promptly notifying us at support@woodsidesolutions.com of any suspected unauthorised access;
- the acts and omissions of its Authorised Users, and ensuring they comply with these Terms;
- using the Services only in compliance with applicable laws and regulations;
- keeping the credentials, connection details and configuration for SAP and other third-party systems connected to the Services accurate, current and properly authorised; and
- ensuring it has all rights, permissions and consents needed to connect its systems and to submit or process Customer Data through the Services.
5. Acceptable use and restrictions
The Customer must not, and must not allow anyone else to:
- copy, modify, decompile, disassemble or reverse engineer the Services, except to the extent the law expressly permits despite this restriction;
- sell, resell, rent, lease, sublicense or otherwise make the Services available to any third party, or use them to provide a service bureau or competing product;
- upload, transmit or process content that is unlawful, infringing, defamatory, or that contains malware or harmful code;
- attempt to bypass, disable or probe the security, authentication or usage limits of the Services; or
- use the Services in a way that interferes with their operation or with other customers’ use of them.
6. Third-party platforms
The Services run on, and connect to, third-party platforms, which may include SAP Business Technology Platform (SAP BTP), SAP AI Core, SAP S/4HANA, SAP Ariba, Microsoft OneDrive and Google Drive. The Customer’s use of those platforms is governed by the terms between the Customer and the relevant provider, and the Customer is responsible for holding any licences those providers require.
Woodside does not control and is not responsible for the availability, performance, security or changes to third-party platforms, or for any loss caused by them. If a provider changes or withdraws a platform in a way that affects the Services, we will use reasonable efforts to keep the affected functionality available but cannot guarantee that we will be able to do so.
7. AI-generated output
AI Output is generated automatically and may be inaccurate, incomplete or inappropriate for the Customer’s circumstances. AI Output, including RFP analysis, supplier or proposal scores and compliance findings, is a recommendation only.
The Customer must have a suitably qualified person review AI Output before relying on it or acting on it. This includes any action the Services propose to write back to SAP or other connected systems, such as creating or changing records. The Customer is responsible for decisions made and actions taken using AI Output. Woodside does not accept liability for procurement or business decisions made on the basis of AI Output.
As between the parties, the Customer owns its inputs to the Services and the AI Output generated for it, subject to Woodside’s rights in the underlying Services described in section 10.
The Services and AI Output do not constitute legal, procurement, financial, tax or other professional advice.
8. Customer Data and privacy
The Customer owns its Customer Data. Woodside processes Customer Data only to provide, secure and support the Services for the Customer, or where required by law.
Our handling of personal information is described in our Privacy Policy. A data processing agreement (DPA) is available on request from privacy@woodsidesolutions.com.
9. Fees and payment
Fees, billing frequency and payment terms are as set out in the Order Form or, where the Services are purchased through the SAP Store, in the applicable SAP Store listing and order. Fees are exclusive of taxes, and the Customer is responsible for all applicable sales, use, value-added and similar taxes, other than taxes on Woodside’s income.
Renewal and cancellation of subscriptions are governed by the Order Form. Except as stated in the Order Form or required by law, fees are non-refundable.
10. Intellectual property
Woodside and its licensors own all rights, title and interest in the Services, including the underlying platform, the Agentic Trident Framework™, and all software, models, prompts, workflows, documentation, and any improvements, enhancements or derivative works of them, whether made by Woodside or arising from the provision of the Services. Nothing in these Terms transfers any of those rights to the Customer.
If the Customer or its Authorised Users provide suggestions or feedback about the Services, Woodside may use that feedback freely and without obligation, provided it does not identify the Customer or disclose its Confidential Information.
11. Confidentiality
“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is the Customer’s Confidential Information, and the non-public aspects of the Services are Woodside’s.
Each party will use the other’s Confidential Information only to perform its obligations or exercise its rights under these Terms, will protect it with at least reasonable care, and will disclose it only to its employees, contractors and advisers who need to know it and are bound by similar obligations. These obligations do not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to the recipient, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information where required by law, after giving the other party prompt notice where lawful.
12. Warranties and disclaimers
Each party warrants that it has the authority to enter into these Terms. Any warranties or service levels relating to the Services are as stated in the Order Form.
Except as expressly stated in these Terms or the Order Form, the Services and AI Output are provided “as is” and “as available”. To the maximum extent permitted by law, Woodside disclaims all other warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and that the Services will be uninterrupted or error-free.
13. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, business, goodwill or data, however caused, even if advised of the possibility of such loss.
To the maximum extent permitted by law, each party’s total aggregate liability arising out of or relating to these Terms and the Services will not exceed the fees paid or payable by the Customer to Woodside for the Services in the 12 months immediately before the event giving rise to the claim.
These limits do not apply to the Customer’s obligation to pay fees, to either party’s indemnity obligations, to liability arising from a party’s fraud, gross negligence or wilful misconduct, or to liability that cannot be limited or excluded under applicable law.
14. Indemnities
Woodside will defend the Customer against any third-party claim alleging that the Services, as provided by Woodside, infringe that third party’s intellectual property rights, and will pay damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, third-party platforms, AI Output that the Customer modifies or combines with other material, or use of the Services in breach of these Terms.
The Customer will defend Woodside against any third-party claim arising from Customer Data or from the Customer’s use of the Services in breach of these Terms or applicable law, and will pay damages and costs finally awarded or agreed in settlement.
The indemnified party must promptly notify the other of the claim, give it sole control of the defence and settlement, and provide reasonable cooperation.
15. Term, suspension and termination
These Terms apply for as long as the Customer has an active subscription under an Order Form. The subscription term, and any renewal, is as set out in the Order Form.
Woodside may suspend access to the Services, in whole or in part, if reasonably necessary to prevent a security threat or harm to the Services or other customers, if the Customer breaches section 5, or if fees are overdue. Where practical, we will give notice and restore access promptly once the issue is resolved.
Either party may terminate the subscription by written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of receiving notice of it, or if the other party becomes insolvent or ceases to do business.
When the subscription ends, the Customer’s right to use the Services ends. For 30 days after the end of the subscription, the Customer may request export or return of its Customer Data in a standard format. After that period, Woodside will delete Customer Data from its active systems, except where retention is required by law. Sections that by their nature should survive termination, including sections 7, 8, 9 (for fees accrued before termination), 10, 11, 12, 13, 14, 17 and 18, will survive.
16. Support
For technical support, contact support@woodsidesolutions.com. Any support hours, response times or service levels are as set out in the Order Form or the applicable marketplace listing.
17. Governing law and disputes
These Terms, and any dispute arising out of or relating to them, are governed by the laws of the State of California, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in Santa Clara County, California have exclusive jurisdiction over any such dispute, and each party consents to the personal jurisdiction of those courts.
Before starting proceedings, the parties will try in good faith to resolve any dispute through discussion between senior representatives. This does not prevent either party from seeking urgent injunctive relief.
18. Changes to these terms and general clauses
Changes. We may update these Terms from time to time. We will post the updated version on this page, revise the “last updated” date above, and give Customers at least 30 days’ notice of material changes by email or through the Services. Unless an Order Form states otherwise, material changes take effect at the start of the Customer’s next renewal term.
Entire agreement. These Terms, together with any Order Form and DPA, form the entire agreement between the parties about the Services and supersede all prior discussions and understandings on that subject.
Assignment. Neither party may assign or transfer these Terms without the other’s prior written consent, which will not be unreasonably withheld. Either party may assign them without consent to a successor in a merger, acquisition or sale of substantially all of its relevant assets.
Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including outages of third-party platforms, internet or utility failures, natural disasters, pandemics, war, terrorism, labour disputes or government action.
Notices. Notices under these Terms must be in writing and may be sent by email to the addresses in the Order Form or, for notices to Woodside, to hello@woodsidesolutions.com. Postal notices to Woodside should be sent to Woodside Solutions Inc., 12198 Woodside Drive, Saratoga, CA 95070, USA.
Export and sanctions. Each party will comply with applicable export control and economic sanctions laws, including those of the United States. The Customer must not use or allow access to the Services in, or by persons located in or ordinarily resident in, any country or region subject to comprehensive U.S. sanctions, or by any person on a U.S. government restricted-party list.
General. If any provision is found unenforceable, the rest of these Terms remain in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors, and nothing in these Terms creates a partnership, agency or employment relationship.
19. Contact
If you have a question about these Terms, contact us at:
Woodside Solutions Inc.
General enquiries: hello@woodsidesolutions.com
Privacy: privacy@woodsidesolutions.com
Support: support@woodsidesolutions.com
SAP®, SAP BTP, SAP AI Core, SAP S/4HANA, SAP Ariba and all SAP product names are trademarks or registered trademarks of SAP SE. Microsoft OneDrive is a trademark of Microsoft Corporation. Google Drive is a trademark of Google LLC.
