Acumatica agreements are the contract layer of an Acumatica licence. The agreements page lists the Licensing Guides, the End User License Agreement (EULA), the Subscription SaaS Agreement, the Support Subscription Agreement, the Artificial Intelligence Terms, the APEX Services Supplemental Terms, the Master Services Agreement and the Data Processing Addendum, in English with French-Canadian versions.[8] Which of them applies depends on what was ordered: both principal agreements say other agreements on that page apply if other products or services are ordered or activated, and do not apply to the licence or Service the agreement itself covers.[1][2]
Which agreement applies
| Document | Covers |
|---|---|
| EULA | Perpetual and Subscription Licenses for software the customer runs (Private Cloud Subscription, on-premises) |
| Subscription SaaS Agreement | The hosted Service, including the SLA in Schedule 1 |
| Support Subscription Agreement | Basic and Premier Support Services |
| Artificial Intelligence Terms | AI Features within either agreement |
| Master Services Agreement and APEX terms | Implementation and professional services on a Statement of Work or Order Form |
| Licensing Guide | Guidance on how entitlements are measured; it does not supersede the legal documents |
Each principal agreement becomes effective on the earlier of first use (or, for the EULA, issuance of a licence key) or entering into an Acumatica Order Form, which is the document that records the edition, quantities and term.[1][2] The SaaS Agreement adds that terms stated in a purchase order do not become part of the agreement.
Licence grant and scope
The EULA grants “a limited, nonexclusive license” to use the software in object code with the documentation. It says the licence is based on one or more of copies, modules, users, transactional volume, Tenants, logical CPU cores and Acumatica websites as set out in the Order Form.[1] Affiliates (more than 50% voting control) may use the software and the licensee is responsible for them. Restrictions include no permitting persons other than authorized users to use the software, no reverse engineering, no publishing, renting, leasing or lending, and no use for commercial software hosting.
The SaaS Agreement restricts the Service to Authorized Parties for the internal business purposes of the customer and its Affiliates, and prohibits sublicensing, resale, time-sharing, offering the Service in a service bureau, and copying features, functions or graphics.[2] It also provides that a Third Party Application may not be used to enter or submit transactions to be processed or stored in the Service “unless you have procured the applicable license or subscription to do so”, which ties integration use to the licences held. Penetration testing and vulnerability assessments of the Service by the customer or its contractors are prohibited.
Temporary and program licences
Evaluation, Not For Resale (NFR) licences for resellers or program participants, higher-education use without fees and other no-fee use receive a temporary limited licence. Use is restricted to the computers, networks, counts and purposes Acumatica authorises, the software is provided “As Is”, Acumatica may terminate on ten days written notice, and the fee, warranty and several other sections do not apply.[1] The Acumatica Labs Program works similarly: functionality may be discontinued at any time and need not be supported or released.
Use reporting and compliance
Neither principal agreement contains a separate third-party audit clause in the text reviewed. Instead each has a “Use Reporting” clause: Acumatica “reserves the right to gather data on usage”, and the product “monitors user counts, transaction volumes, resource level utilization, License Key numbers, server IP addresses and other information”. If transaction volumes or resource utilisation exceed what was licensed “for any three (3) months during the trailing twelve (12) month period”, or any other unauthorised use is discovered, that “shall be considered a material breach”. Customers agree not to block the data transmission, and blocking “may result in immediate termination”.[1][2]
The Licensing Guide for products introduced on or after April 2024 states the tier test as exceeding the tier maximum in any month, while the earlier guide stated the three-month test.[3][11] The agreements say that failing to meet “capacity recommendations in the Licensing Guide” removes the warranty remedy, so the guide has contractual effect in at least that respect.
SaaS Fair Use Policy
For SaaS, the guide adds a policy under which Acumatica monitors ERP and commercial transaction counts, API integrations, batch processes, business events, push notifications, import and export scenarios, customizations and third-party solutions. When consumption exceeds what Acumatica “at its sole discretion, determines as reasonable”, it will engage with the customer and allow the customer to cure by changing usage or buying a subscription upgrade “as directed in each case by Acumatica”. If the issue is not addressed within fifteen days Acumatica may take action such as suspension, non-renewal or termination.[3] The policy therefore creates a performance-based path to a compulsory upgrade that is independent of the tier test.
Fees, overage and renewal
Fees for the initial term fall due as the Order Form provides, to Acumatica or the authorised partner. Amounts unpaid thirty days after the due date bear interest at the lesser of 1.5% a month or the legal maximum, and Acumatica does not refund fees except as the agreement provides. Under the EULA, renewal fees are “based on the then current list price” unless the Order Form or Licensing Guide says otherwise.[1]
Two clauses affect changes during a term. If an Order Form is modified so that fees decrease, any discount previously granted no longer applies; if fees increase, the current discount amount (not the percentage) is applied pro rata for the remaining term. Acumatica also “reserves the right to charge you for any overages that arise from your usage, upon prior notice”.[2] Neither document defines an overage rate; the amount is set by Acumatica or the partner.
Price Cap
The Licensing Guide’s Price Cap says renewal prices for PCS and SaaS Subscriptions “will not increase by more than 10% per year”, applied to the prices on the latest Order Form. Order Form discounts do not apply to renewals, and the cap does not cover services, support or Marketplace products. It stays in effect only if the customer complies with the agreement and does not reduce its edition, transaction tier or number of users; when an upgrade is bought during the initial term, the active discount is applied pro rata to the list price of the upgrade.[3] Because the cap depends on not downsizing, reducing a tier at renewal can forfeit protection for later years.
Term, notice and non-renewal
The initial term is one year unless the Order Form says otherwise, and the agreement renews automatically for one year, ending when all Order Forms expire.[2] The FAQ requires at least 30 days written notice for any upgrade, downgrade or change to a SaaS licence or for termination, allows cancellation at the renewal after the first year, and says that a lapsed account is suspended for 30 days before data is permanently deleted.[9] The FAQ is undated and uses older edition names, so the Order Form governs.
Suspension and termination
Acumatica may suspend access after thirty days written notice of unpaid fees, or without notice where use is causing immediate material and ongoing harm, such as denial-of-service attacks or illegal activity; suspension does not relieve payment obligations. Either party may terminate on thirty days notice of uncured material breach or on insolvency. Under the SaaS Agreement Acumatica may terminate for non-payment on thirty days notice (the EULA says fifteen days), and the customer may terminate on fifteen days notice if the 99.5% uptime commitment is missed for three consecutive months. Termination for any reason other than uncured breach by Acumatica does not relieve the customer of future payments due.[2][1] On termination of the EULA the customer must cease use and return or destroy the software, documentation and keys, with written verification of destruction.
Supported versions and updates
Perpetual licensees receive updates only with a Software Maintenance Plan and only on a Supported Version; subscribers get updates at no additional charge while fees are current. If a customer does not maintain a Supported Version Acumatica may charge a premium on thirty days notice. Versions are supported for at least eighteen months after release.[1][2]
Assignment, change of control and amendment
The EULA bars sublicensing, leasing, renting or assigning the software or keys to third parties other than an Affiliate without consent, but allows assignment in a sale of substantially all assets or equity, a merger or change in control if the assignee agrees in writing, the licensee is not in material breach and it remains liable. Under the SaaS Agreement either party may assign in a merger, acquisition, reorganisation or sale of substantially all assets, if the assignee is bound and past-due fees are paid.[1][2]
Acumatica may amend the terms. EULA amendments are effective sixty days after posting and continued use is acceptance, with termination as the sole remedy. For SaaS and Support, a customer that gives written notice of objection within thirty days of a material adverse change stays on the earlier terms until the end of its current term, but renewal is under the then-current agreement.[2][4]
Support Subscription Agreement
Support is a separate annual subscription that renews automatically for one year. Basic Support provides Support Portal access during Acumatica business hours, with two authorized support contacts; Premier Support adds web chat and phone access, four contacts, remote support and one Subscription-On-Premise licence of up to 20 named users for development, testing and non-production use. Both include unlimited developer support cases. Support covers supported versions only, is for customers that are live, and excludes professional and implementation services. Fees follow Acumatica’s standard published price list, and out-of-pocket expenses above USD 250 require prior approval.[4] The Direct Support page says access for more than the included users may be bought for a fee.[10] The agreement forbids providing HIPAA or PCI-DSS data to Support.
Artificial Intelligence Terms
The AI Terms are incorporated into the SaaS Agreement or EULA and prevail for AI Features. They give Acumatica the right to use inputs, outputs and Subscriber Data to provide and improve AI models, assign to the customer any rights Acumatica has in outputs generated for the customer, prohibit extraction of models or prompts, bar submission of health information and other sensitive data, bar reliance on outputs as the sole basis for medical, legal, tax or similar decisions, and disclaim warranties and indemnities for outputs.[5]
Services terms
Implementation and professional services run under the Master Services Agreement and, for APEX, the supplemental terms. The APEX terms assume go-live within 180 calendar days of signing the Order Form, state that the customer is “exclusively responsible for the deployment”, put data cleansing and migration on the customer, import only active master records and open transactions (plus General Ledger balances), and require a separate Statement of Work for customizations or later go-live.[6] Under the Master Services Agreement the client receives, unless a Statement of Work says otherwise, a perpetual, paid-up licence to use Deliverables, while Acumatica owns the Deliverables and other work product; it is a services contract and not a licence to Acumatica Cloud ERP.[7]
Liability, law and disputes
The SaaS Agreement caps Acumatica’s liability at subscription fees actually paid for twelve months (with listed exceptions), and the EULA caps liability for a Perpetual License at fees prorated over five years and for a Subscription License at the last twelve months of fees. Both agreements are governed by Washington law, require Washington federal or state courts, exclude UCITA, waive jury trial and require claims to be brought within one year. Acumatica indemnifies for third-party infringement claims with listed exclusions, including combination with non-Acumatica products.[1][2]
Practical points
- File the Order Form, the agreement version and the Licensing Guide version in force for each entity.
- Calendar the renewal and the 30-day notice for downgrades; remember the Price Cap lapses on a reduction.
- Review integrations that write transactions, and confirm that the licences required by third-party applications are in place.
- Preserve evidence of usage from the License Monitoring Console before a renewal discussion.
- Treat the Fair Use cure period of fifteen days as a deadline.
Out of scope
This article does not cover data-protection terms (the Data Processing Addendum and privacy statements), reseller agreements, or the terms of Marketplace vendors. No court cases involving Acumatica licensing were found in the sources reviewed.