The Anaplan SaaS Subscription Agreement is the global master agreement between an Anaplan company and the client named in an Order Schedule that references it. It takes effect on the date of execution of the first Order Schedule between the parties referencing it, and it is signed on behalf of the client and its Affiliates.[1] The Order Schedule carries the commercial facts: the service ordered, the fees and the usage limits. The Agreement carries the rules that apply to all of them.[1] This article reads the Agreement clause by clause for the points a licence manager needs. The public PDF has no effective date or version marking, so the version a customer signed must be confirmed from its own contract file.[1]
Editions
The Agreement does not define editions. It defines the Anaplan Service as Anaplan’s hosted software applications, accessed by Authorized Users through supported web browsers, “as ordered by Client under an Order Schedule”, including updates that Anaplan makes generally available at no additional charge.[1] What is ordered, in terms of user types, workspace capacity or applications, is therefore written in the Order Schedule. Documentation, which the Agreement says is currently Anapedia, describes the features.[1]
Other documents join the contract by reference. The Agreement points to an Availability and Support SLA and to a Data and Security Policy, and says data processing is governed by a Data Processing Addendum.[1] Anapedia pages on warranties and fair use state that they sit under the Anaplan Subscription Agreement, which ties the product documents described in the other articles to this master agreement.[2][3]
Metrics
An Authorized User is “a named person” who has been supplied access to the service through a user identification and password by the client, “within the usage limitations under any Order Schedules”.[1] See Authorized User. The consequences follow from the definition and the restrictions in section 2.2.
- Each subscription is for one individual. The client may not allow Authorized User subscriptions to be shared or used by more than one individual, although a subscription may be reassigned to a new user who replaces someone who no longer uses the service, for example after termination of employment or a change of job.[1]
- Access must not be granted to individuals who are not Authorized Users.[1]
- The client is responsible for the acts and omissions of its Authorized Users.[1]
Section 2.3 then makes clear that limits are not only about users. Usage limits “may be based upon the number of Client’s Authorized Users, size of Client’s business or organization, data consumption, or other metric defined in an Order Schedule or Documentation”.[1] That sentence is the contractual footing for the workspace allowances and the Hyperbyte Fair Use Limit that other Anaplan documents describe, and for the revenue-tier pricing of applications.[3][4] A software asset manager should therefore treat every quantity in an Order Schedule as a potential limit, not only the user count.
Counting / floors
Access restrictions. The right of access is “non-exclusive, non-sublicensable, nontransferable” and is for the client’s internal business purposes relating to the processing of Client Data, subject to the limits in the Order Schedule.[1] The client may not copy, modify or create derivative works of the service, reverse engineer it except as the law allows, copy its features, functions or graphics, or commercially exploit it.[1]
Excess usage. Section 2.3 sets a procedure rather than an automatic charge.
- A party that detects or becomes aware that the client exceeds a limit promptly notifies the other.[1]
- The client works with Anaplan to change its usage to comply.[1]
- If the client does not do so within thirty days, or notifies Anaplan that it intends to continue with the excess usage, the client signs an Order Schedule and pays Anaplan’s invoices for the excess usage.[1]
The obligation to notify applies to both parties, so a client that finds its own overuse is expected to raise it. See Excess usage true-up.
Verification. “As may be reasonably requested by Anaplan from time to time”, the client agrees to verify, certify or provide evidence to Anaplan’s reasonable satisfaction that its use is within the applicable limits.[1] The clause does not describe an on-site audit, a notice period or a cost allocation. It is a self-certification duty, and the evidence a customer can produce is the data in its own Administration console, for example the Summary page for purchased licences and usage.[5]
Fees. Fees are payable in United States dollars unless the Order Schedule says otherwise, are due within thirty days of the invoice date unless stated otherwise, and are exclusive of taxes.[1] Unless an Order Schedule specifies otherwise, fees are based on the service purchased “whether used or not”, payment obligations are non-cancelable, fees paid are non-refundable, and the number of subscription rights purchased “cannot be decreased during the relevant Subscription Term”.[1] Unpaid amounts can lead to suspension or termination, and interest may accrue at the lesser of one and one-half percent a month or the legal maximum.[1] See Non-cancelable subscription commitment.
Future features. Purchases are not contingent on the delivery of future features or functionality.[1] This clause is relevant when a product roadmap is used to justify a purchase.
Virtualization & partitioning
The Agreement has no partitioning or virtualisation rules, because the customer does not run the software. The structure it recognises is contractual: the Anaplan entity depends on where the client resides. If the client resides in North America or South America, Anaplan means Anaplan, Inc., a Delaware corporation, and if the client resides elsewhere it means Anaplan Limited, a company registered in England and Wales.[1] Affiliates of either party can enter Order Schedules, and the client contracts on behalf of itself and its Affiliates and is responsible for them.[1] A group with several legal entities should therefore check which entity signed, since Order Schedules can name Affiliates and the Fair Use Policy and application pricing refer to the subscribing entity.[3][4]
Cloud / BYOL
Anaplan delivers the service itself, so BYOL does not apply. The relevant cloud terms are these.
- Availability and support. Anaplan maintains and supports the service under the then-current Availability and Support SLA, and may update it only to the extent that the update does not materially and adversely diminish the client’s rights to support or availability.[1]
- Data ownership. The client owns Client Data and grants Anaplan a licence to host, copy, process, transmit and display it as necessary to provide the service. Anaplan owns the service and may create aggregated Metadata from use of the service.[1]
- Beta and evaluation versions. Versions that Anaplan identifies as beta, pilot, trial, limited release, pre-release, evaluation or non-production are provided “as is”, are not supported and can be discontinued at any time.[1]
Programs
Term and termination. The Agreement continues until either party ends it in writing on thirty days’ notice, while any valid Order Schedule remains in effect for the rest of its Subscription Term.[1] Either party can terminate for uncured material breach after thirty days, but termination takes effect on notice of a breach of the access and usage restrictions in section 2.2, or of the confidentiality section.[1] A breach of the sharing or commercial-use restrictions is therefore a more serious matter than an overage. If Anaplan terminates, the fees for the duration of the Subscription Term become immediately due, while the client is entitled to a pro rata refund of prepaid fees if it terminates for Anaplan’s uncured material breach.[1]
After the term. After termination or expiration, Anaplan may deactivate the client’s accounts. For thirty days Anaplan grants “a reasonable number of Authorized Users” access to retrieve Client Data and delete the rest, after which Anaplan may delete the account, including remaining Client Data, unless prohibited by law.[1] A customer that is replacing Anaplan should plan the export inside that window.
Assignment and change of control. Either party may assign the whole Agreement, including all Order Schedules, to its Affiliate or in a merger, acquisition, corporate reorganisation or sale of all or substantially all assets without the other party’s consent, provided the assignee is bound by the terms and all fees owed are paid.[1] An acquisition of the customer therefore does not by itself need Anaplan’s consent, and the same holds for Anaplan’s own ownership.
Warranty. Anaplan warrants that the service will perform in a manner materially consistent with the then-current Documentation, with a sixty-day cure period, a ten-day termination notice and a pro rata refund as the sole remedy.[1]
Reading the Agreement with the product documents
The Agreement stays generic. A practical review lays it beside the product documents.
| Question | Agreement | Product document |
|---|---|---|
| Who counts as a user? | Named person with credentials, no sharing[1] | Licence types and seats in the Administration console[6] |
| What are the limits? | Whatever the Order Schedule or Documentation defines[1] | Workspace allowance and Hyperbyte Fair Use Limit[7][3] |
| What happens on overuse? | Thirty-day process, then an Order Schedule[1] | Warnings at 75% of workspace capacity; auto-assigned lowest-level licence[8][6] |
| Can Anaplan check fees? | Verification on reasonable request[1] | The Fair Use Policy and Finance terms reserve the right to audit and amend fees[3][4] |
| Can quantities be cut? | No, not during the term[1] | Capacity may be aligned to usage over the last 12 months by Anaplan[3] |
The last row shows an asymmetry. The customer cannot reduce purchased rights during the term, while the Fair Use Policy says Anaplan may adjust allocated capacity towards actual usage over the previous twelve months.[1][3] How the two interact for an existing contract depends on the Order Schedule, and the Fair Use Policy states that revised limits only affect contracts that begin after the revision.[3]
Out of scope
The Agreement’s liability, indemnification, confidentiality, governing law and venue clauses are not analysed. The Availability and Support SLA, the Data and Security Policy and the Data Processing Addendum are separate documents. Order Schedules are confidential and cannot be described from public sources.