Commercial Terms
HPE aaS Commercial Terms
June 2, 2025 Version 2
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1.1 Agreement: The Agreement between the Seller and the Purchaser for the Service.
1.2 Billing frequency: The frequency by which the Service is billed. This can be on a recurring basis or Upfront.
1.3 Commitment: The amount of Service committed by Customer. Commitment may be expressed in UOM or a spend amount.
1.4 Consumption: The amount the Customer uses the Service based on one or multiple UOMs.
1.5 Customer: The entity that contracted for the Services, either directly from HPE or indirectly through a Reseller.
1.6 Distributor: The HPE-authorized distributor purchasing from HPE and selling to a Reseller.
1.7 HPE: The contracting Hewlett Packard Enterprise group company.
1.8 Pay per use: The payment model defined in section 5.1.
1.9 Purchaser: The entity buying the Service.
1.10 Reseller: The HPE-authorized solution provider reselling to the Customer.
1.11 Seller: The entity selling the Service.
1.12 Service(s): The services, detailed in the Agreement, that HPE will perform for the Customer, including the provision of HPE intellectual property and Systems for Customer’s access, if applicable.
1.13 Solution Material: Service descriptions, statements of work, additional license authorizations, and any other documents (excluding marketing material) referenced in the Solution Material and/or legal quote.
1.14 Subscription: The payment model defined in section 5.2.
1.15 System: The HPE-provided hardware and/or software (including firmware) accessed as part of the Services (excluding hardware where title has transferred).
1.16 Unit(s) of Measure (UOM(s)): The billable unit of the Service defined in the Solution Material or legal quote.
1.17 Upfront: The Service is billed in full for the entire Commitment term.
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2.1 If Customer purchases the Services directly from HPE these HPE as-a-service (“aaS”) Commercial Terms attach to the HPE aaS Terms for Customers.
2.2 If Customer purchases the Services from a Reseller, these HPE aaS Commercial Terms will apply between HPE and the Distributor or Direct to Resell Partner (i.e., a Reseller authorized to purchase directly from HPE and resell to the Customer).
2.3 Distributor, direct to Resell Partner, and/or the Reseller may choose to rely on these HPE aaS Commercial Terms by incorporating them into their own agreements by way of reference. If Customer purchases from a Reseller, such Reseller will set the price and payment terms with Customer at their own discretion, and all relevant amounts owed for the Services are due to, and will be invoiced by, such Reseller for their own account and on their own behalf.
2.4 The HPE aaS Terms for Customers and the Solution Materials create binding delivery obligations from HPE to Customer in addition to the respective delivery obligations between the Reseller and Customer and will become binding on HPE and Customer upon Reseller’s acceptance of the Customer’s order. When HPE performs the Services, the Reseller shall be discharged solely from its respective delivery obligations to the Customer, and vice versa. HPE will have no obligation for additional services sold by Reseller or other terms agreed by Customer with Reseller that deviate from the Agreement.
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3.1 Electronic transactions
3.1.1 The parties may conduct business electronically. Electronic transactions include electronic consent to contracts, issuing legal quotes, placing or accepting orders through electronic means, exchanging and/or accepting Solution Materials electronically, and content posted on Seller websites and linked in other Agreement documents.
3.2 Ordering
3.2.1 Depending on the type of Services, the Purchaser orders Services from the Seller by issuing a purchase order referencing the legal quote, by clicking to place the order through a portal, or through such other means acceptable to Seller.
3.3 Purchase orders
3.3.1 If Purchaser does not issue purchase orders as a matter of business practice, Purchaser represents and warrants that its purchase of the Services authorizes HPE to begin to provide the Services, Purchaser will pay for the Services without the necessity of a purchase order and Purchaser will not contest payment for the provision of Services due to the fact that no purchase order was issued.
3.3.2 Purchase orders, if required, must reference the following information in order to be valid: (i) a reference to the Seller’s offer; (ii) description of the Service; (iii) estimated contract value and (iv) estimated expenses (exclusive of taxes). For the avoidance of doubt, preprinted Purchaser terms in the purchase order will not apply.
3.3.3 Annually or when funds in the current purchase order are insufficient to cover estimated usage for the next 3 months, Purchaser will promptly provide Seller with an updated or new purchase order with sufficient funds to cover estimated usage during the next year. Failing to issue such new or updated purchase order shall have no effect on Purchaser’s obligation to pay the fees.
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4.1 Pricing
4.1.1 Subscription rate
The Solution Material or legal quote will contain the applicable rate for any Commitment.
4.1.2 Pay per use rate
The Solution Material or legal quote will contain the applicable UOM rate for any Consumption subject to Pay per use. This UOM rate will apply as long as the Agreement is in effect. Alternatively, the Solution Material or legal quote will identify the source of the UOM rate for any Consumption subject to Pay per use in the given Billing period (e.g., a price list). If the UOM rate is not fixed in the Solution Material or legal quote, the UOM rate may only be changed by the Seller with prior notice.
4.1.3 Rate bands
The Solution Material or legal quote for the Services may provide for UOM rate bands. These rate bands will be tied to the quantity of Units of Measure available for the Customer’s use.
4.1.4 End of term charges
- For Services with customer-controlled Systems (excluding hardware where title has transferred), unless Purchaser has purchased deinstallation and return Services, Purchaser will bear any related costs for deinstallation, packaging, and return of such Systems to HPE upon expiration and/or early termination of the Services.
- For Services with customer-controlled Systems (excluding hardware where title has transferred), Purchaser will be billed for the Services until HPE receives the returned Systems.
4.1.5 Additional fees or charges
The Solution Material or legal quote will contain any applicable additional fees (e.g., colocation fee) or charges.
4.2 Taxes
4.2.1 Prices are exclusive of applicable sales, use, consumption, service, VAT, GST, or similar taxes. Invoices will separately state charges, fees, and applicable taxes. Unless an appropriate exemption certificate was provided before the relevant Services are performed, all applicable taxes, charges, fees, and surcharges (however levied) must be paid or reimbursed by the Purchaser.
4.2.2 If the Purchaser is required to withhold any tax, the Purchaser will reduce payment by the amount of the tax and provide applicable tax documentation necessary to reclaim all withheld taxes. If the Purchaser has not provided the necessary documentation within the time prescribed by the taxing authority or the documentation is not acceptable to the taxing authority to reclaim the withheld taxes, the Purchaser will reimburse the withheld amount.
4.2.3 Each party is solely responsible for all taxes and assessments upon its real and personal property and net income.
4.3 Billing
4.3.1 Unless otherwise agreed, billing for hardware with title transfer will occur upon delivery, and billing for Services will begin on the Service availability date provided by HPE per Service. The Service may be subject to auto-activation, and billing will occur, if Customer delays installation or set up for 30 days.
4.3.2 Unless otherwise agreed, billing is monthly.
4.5 Early Termination Fees
In the event of a termination of all or any portion of the Services before the expiration of a Commitment period for any reason other than HPE’s uncured material breach or insolvency, including the exercise of any termination for convenience right within a Commitment period, the Purchaser must pay early termination fees equal to the Subscription fee for the impacted Services times the remaining Commitment period. For Services with a ramp-up period, Services will be deemed to include all Systems installed, even if not activated.
5.3 Subscription with a Pay per use option
5.3.1 Purchaser is charged a Subscription fee and any Pay per use fee if the Service is used in excess of the Commitment.
5.3.2 The Agreement is for the Commitment period defined in the Solution Material or legal quote.
5.3.3 Subscription fee billed in advance; any Pay per use fee billed in arrears.
| Document name | URL |
|---|---|
| HPE aaS Terms for Customers |
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ARGENTINA
Section 4.2.1 shall be replaced by with the following:
4.2.1 Prices are exclusive of applicable sales, use, consumption, service, VAT, GST, or similar taxes. Invoices will separately state charges, fees, and applicable taxes. Unless an appropriate exemption certificate was provided before the relevant Services are performed, all applicable taxes, charges, fees, and surcharges (however levied) must be paid or reimbursed by the Purchaser. Quoted prices are calculated on the basis of taxes, duties and contributions currently in force, pursuant to relevant laws. Any changes in applicable laws which occur prior to Seller’s receipt of full payment of quoted prices, will entitle Seller to adjust the prices included herein.
No credit invoice shall be issued pursuant to section 6 of Decree 1002/02.
Domestic taxes on relevant products must be added pursuant to Law N° 26.539.
Add section 4.2.4. Stamp Tax.
4.2.4 Stamp Tax. If Stamp tax is applicable, Parties agree to pay it in equal half.
Section 4.4 Payment. Insert the following subsections:
4.4.2. Prices quoted in dollars shall be invoiced in the same currency. In the event that it was not possible to issue invoices in dollars due to any regulation from a relevant governmental authority or due to a technical or operative impossibility, the amounts owed in U.S. dollars shall be invoiced in Argentine pesos at the seller exchange rate published by Banco de la Nación Argentina on the closing of operations at the immediate prior day to invoice date.
4.4.3. Notwithstanding section 765 of Civil and Commercial Code, Seller may accept as alternative payment method, the amount of pesos resulting from applying the selling exchange rate published by Banco de la Nación Argentina on the closing of operations at the immediate prior day to payment date. In case between the immediate prior day to invoice date and the date in which funds are credited Seller’s account there is any difference in the exchange rate, Seller may issue the relevant Debit or Credit Note.
4.4.4 Payment will be made by bank transfer to the Seller’s designated bank account. Seller shall not accept payments by check.
AUSTRIA
Replace section 4.2.1 in its entirety with:
4.2.1 Prices are exclusive of applicable sales, use, consumption, service, VAT, GST, or similar taxes. Stamp duty (if applicable) will be borne by Purchaser. Invoices will separately state charges, fees, and applicable taxes. Unless an appropriate exemption certificate was provided before the relevant Services are performed, all applicable taxes, charges, fees, and surcharges (however levied) must be paid or reimbursed by the Purchaser.
BRAZIL
Replace Section 1.12 in its entirety with:
1.12 Service(s): The consumption-based data processing and storage services as well as all the other services, detailed in the Agreement, that HPE will perform for the Customer, including Customer’s access to HPE intellectual property and Systems, if applicable.
Price adjustments. Insert the following subsection as a second bullet in section 4.1.5
The Purchaser acknowledges that in the composition of the Agreement price there are imported supplies, highly specialized labor workers and specific investments that may be affected by significant variations in macroeconomic indicators, including, without limitation, exchange rates, inflation, and availability of workers. Thus, in the event of such significant variations, Seller and Purchaser agree to review the prices, seeking the economic and financial balance of the Agreement.
Replace Section 4.2.1 in its entirety with:
4.2.1 The prices presented already include all applicable taxes and fees, in accordance with current legislation. HPE states that there will be no additional collection of taxes on the amounts established herein, unless there is a change in tax legislation that directly impacts this transaction.
Include Section 4.2.4:
If there is an institution, alteration, extinction, replacement of taxes and/or rates that result from changes in the applicable legislation, including, but not limited to, the effects of any tax reform at the Federal, State and/or Municipal levels, and that impact the value of the contract or its economic and financial balance, the parties will review the prices and conditions originally agreed upon in order to adapt them to the changes that have occurred, as a way of reestablishing the contractual balance.
Insert the following paragraph to Section 4.4:
If the Purchaser fails to pay any amount due within the period indicated herein, Seller may charge the Purchaser interest of 1% (one percent) per month, calculated daily, pro rata, in addition to a fine of 2% (two per cent) and readjustment based on the variation of the applicable IGP-M index on the overdue and unpaid amount, from the payment due date until the effective settlement by the Purchaser.
CANADA
Add a new Section 8:
- 8. Language of Agreement
- These HPE aaS Commercial Terms are available in French on our website or through your sales representative. The Purchaser confirms that they have been presented a French version of these HPE aaS Commercial Terms first that it is their wish that the Agreement, as well as all other documents relating thereto, including notices, have been and will be drawn up in English language only. Le client confirme avoir été présenté une version française de ces Conditions HPE aaS et confirme sa volonté que cette entente, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise seulement.
CHILE
Section 4.4 Payment. Insert the following subsections:
4.4.2. Regarding Prices in USD, Seller may accept payments made by Purchaser under this Proposal in Chilean Pesos, and Seller may issue the relevant invoices in the same local currency. In order to determine the amount to be paid in Chilean Pesos by Purchaser, any owed amount in foreign currency shall be converted into Chilean Pesos according to the value of the observed dollar or its replacement, set by Banco Central de Chile for the day of issuance of the respective invoice, and / or UF (“Unidad de Fomento” - Unit of Account), to be paid in the equivalent in pesos, Chilean legal tender, according to the current value for the UF the day of payment.
4.4.3 Payment will be made by bank transfer to the Seller’s designated bank account. Seller shall not accept payments by check.
CHINA (MAINLAND)
Add the following sentence to 4.2.1:
Invoices for the Services will be issued by the Seller in accordance with the applicable laws of the People’s Republic of China on value added taxation by specifying the invoice type (VAT), VAT invoice contents, the VAT rate, the amount payable exclusive of VAT, the amount of VAT charged and the total amount payable by Purchaser pursuant to the invoice.
COLOMBIA
Section 4.4 Payment. Insert the following subsections:
4.4.2. Purchaser agrees to pay all invoiced amounts in pesos colombianos resulting from applying “Tasa Representativa del Mercado” (TRM) of the invoice date.
4.4.3 Payment will be made by bank transfer to the Seller’s designated bank account. Seller shall not accept payments by check.
CZECH REPUBLIC
Add the following sentence to Section 2.5:
For the avoidance of doubt, Reseller will not obligate HPE to provide any services that are not set forth in the HPE aaS Terms for Customers and the Solution Material.
Replace Section 4.2.1 in its entirety with:
4.2.1 Prices are exclusive of applicable sales, use, consumption, service, VAT or similar taxes. Invoices will separately state charges, fees, and applicable taxes. Unless an appropriate exemption certificate was provided before the relevant Services are performed, all applicable taxes, charges, fees, and surcharges (however levied) must be paid or reimbursed by the Purchaser.
FRANCE
Replace Section 4.4 in its entirety with:
4.4 Invoiced amounts are payable without offset within 30 days of the invoice date. If any amount due to the Seller remains unpaid after the date on which it is payable, the Seller shall be entitled to charge i) interest on such sum from the due date until the actual date of payment of such a sum at a rate of three times the legal interest rate (“taux d’intérêt légal”) in force at the time when the payment should have been made, and ii) a lump sum of forty euros (EUR 40) for credit collection fees. These interest and indemnities are due as of right (“de plein droit”) the day after the payment date set out by the invoice, without any notice being necessary.
Replace Section 4.5 in its entirety with:
4.5 In the event of a termination of all or any portion of the Services before the expiration of a Commitment period for any reason other than HPE’s uncured material breach, including the exercise of any termination for convenience right within a Commitment period, the Purchaser must pay early termination fees equal to the Subscription fee for the impacted Services times the remaining Commitment period. For Services with a ramp-up period, Services will be deemed to include all Systems installed, even if not activated.
GREECE
Replace Section 4.4 in its entirety with:
4.4 Invoiced amounts are payable without offset within 45 days of the invoice date.
HUNGARY
Insert the following sentence at the end of Section 3.1.1:
Parties hereby exclude the applicability of sections 6:82-6:84 of Act V of 2013 on the Civil Code.
INDONESIA
Insert the following sentence at the end of Section 4.4:
Payments made under this Agreement shall be made in local Indonesian currency.
Insert new Section 6. Language:
This Agreement has been executed in English and Indonesian language. Both versions are equally authentic. In the event there are differences in interpretation or construction between the English language and the Indonesian language version, the English language version shall prevail and the relevant text of the Indonesian version is deemed to be automatically amended (with effect from the date of the execution of this Agreement) to conform to the relevant text of the English version. Each party (i) acknowledges that, with its agreement, this Agreement has been predominantly negotiated in the English language; (ii) represents that it has read and fully understands the contents and consequences of this Agreement; (iii) represents that it has made and entered into this Agreement freely and without duress, and (v) represents that it has received independent legal advice with regard to this Agreement. The parties agree and undertake that they will not (and will not allow or assist any other party to) in any manner or forum, challenge the validity of, or raise or file any objection to, the transaction or this Agreement on the basis of any failure to comply with Indonesian Law No. 24 of 2009 regarding National Flag, Language, Coat of Arms and Anthem and Presidential Regulation No. 63 of 2019 re. Use of Bahasa Indonesia.
KAZAKHSTAN
Replace Section 4.5 in its entirety with the following:
4.5 Payment of HPE’s expenses
In the event of a termination of all or any portion of the Services before the expiration of a Commitment period for any reason other than HPE’s uncured material breach or insolvency, including the exercise of any termination for convenience right within a Commitment period, the Customer must pay in 30 days to HPE the expenses actually incurred by HPE, including, but not limited to: cost of Systems, purchased by HPE for provision Services to Customer. For Services with a ramp-up period, Services will be deemed to include all Systems installed, even if not activated.
PERU
Section 4.4 Payment. Insert the following subsections:
4.4.2. Seller may suspend or cancel performance of open Orders or services if Purchaser fails to make payments when due and apply interests. The payment will be made exclusively in US Dollars, expressly renouncing the faculty established in Article 1237 of the Peruvian Civil Code. In the event that in the future any rule or legal provision that establishes that obligations agreed in foreign currency (US Dollars) cannot be paid in such currency, Purchaser may pay Seller in local currency, the amount in local currency that it was necessary for the Seller to acquire, at the highest exchange rate corresponding to each opportunity, the same amount in US Dollars, in accordance with the Applicable Laws.
4.4.3 Payment will be made by bank transfer to the Seller’s designated bank account. Seller shall not accept payments by check.
POLAND
Replace Section 4.2.1 in its entirety with the following:
4.2.1 Prices are exclusive of applicable sales, use, consumption, service, VAT or similar taxes. Invoices will separately state charges, fees, and applicable taxes. Unless an appropriate exemption certificate was provided before the relevant Services are performed, all applicable taxes, charges, fees, and surcharges (however levied) must be paid or reimbursed by the Purchaser.
Replace Section 4.4 in its entirety with the following:
4.4 Invoiced amounts are payable without compensation or deductions within 30 days of the invoice date.
PORTUGAL
Replace Section 4.5 (Early Termination Fees) with the following:
4.5 In the event of a termination of all or any portion of the Services before the expiration of a Commitment period for any reason other than HPE’s uncured material breach, including the exercise of any termination for convenience right within a Commitment period, the Purchaser must pay early termination fees equal to the Commitment fee for the impacted Services times the remaining Commitment period. For Services with a ramp-up period, Services will be deemed to include all Systems installed, even if not activated.
ROMANIA
Add the following sentence to Section 2.5:
For the avoidance of doubt, Reseller will not obligate HPE to provide any services that are not set forth in the HPE aaS Terms for Customers and the Solution Material.
SLOVAKIA
Add the following sentence to Section2.5:
For the avoidance of doubt, Reseller will not obligate HPE to provide any services that are not set forth in the HPE aaS Terms for Customers and the Solution Material and HPE shall not be liable for any additional services sold by Reseller or for any other terms agreed by Customer with the Reseller that deviate from the Agreement.
TURKEY
Replace Section 4.2.1 in its entirety with the following:
4.2.1 Prices are exclusive of applicable sales, use, consumption, service, VAT or similar taxes. Invoices will separately state charges, fees, and applicable taxes. Unless an appropriate exemption certificate was provided before the relevant Services are performed, all applicable taxes, charges, fees, and surcharges (however levied) must be paid or reimbursed by the Purchaser.
Section 4.4 Payment. Insert the following subsection:
4.4.2. Payments will be made via bank transfer to the Seller’s designated bank account. Seller shall not accept cash payments.
© Copyright 2025 Hewlett Packard Enterprise Development LP. The information contained herein is subject to change without notice. Changes will not affect effective agreements referencing this document and will be posted as a new version together with the effective date. Previous versions of this document will remain accessible.
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