The Aptean Master Solution Agreement is the frame contract for Aptean purchases. Its General Terms and Conditions are made between the customer and the applicable Aptean legal entity (the Licensor), with both parties named in the Order Form. Exhibits, Statements of Work and Order Forms together make up “the Agreement”.[1] The MSA covers purchase or licence of Software, SaaS Subscription, Maintenance and Professional Services.[1] The exhibits supply the product-specific rules, which are covered in the other Aptean articles.
Regional versions and the contract stack
Aptean publishes separate MSAs by governing law. The combined Legal Center index lists, among others, North America, English law, Irish law, Australia, Singapore, Canada, France, Belgium (Dutch and French), the Netherlands, Spain, Italy, Germany, Austria, Sweden, Denmark and Norway versions, each with its own version number and effective date.[3] For example, the English-law and North American versions are both version 2.0 effective 2025-02-19, while the Austrian version is 3.0 effective 2026-05-21 and the Swedish-law version is 3.1 effective 2026-06-03.[3] Regional Legal Center pages each list the MSA and the same families of exhibits, and tell the reader to use the Order Form to find which apply.[4]
The stack is therefore: the MSA for the applicable law, the exhibits the Order Form incorporates, any Statement of Work, and the Order Form. Precedence is set in layers:
- The MSA applies “except to the extent (if any) that the Agreement is expressly varied within any Order Form or amendment”, and pre-printed purchase order terms have no force.[1]
- Where the Agreement and a Statement of Work conflict, the Statement of Work controls.[5]
- The Equipment Exhibit states that in a conflict with the Agreement the exhibit controls.[6]
Catalog proof: Exhibits are incorporated through Order Forms.
Metrics
The MSA introduces the License Configuration and the three metric families of Named User, Concurrent User and a catch-all for transactions, servers, devices, databases or applications. Aptean wording is that these are the particular “components, license metrics, optional modules and languages” of the Software set in the Order Form, and the list “may include, but are not limited to” those metrics.[1] Catalog rows: Named User License, Concurrent User License, Transaction, Server, Device, Database or Application License. Rules: Named Users may not share a login; Concurrent User License counts simultaneous access.
Two further definitions shape who may use the product. Third Party Servicers are third parties hired by the customer to access the Software or SaaS Subscription, and they must be approved in advance in writing. The customer must ensure each has agreed to confidentiality terms, ownership language and a requirement to use the products only to serve the customer.[1] Catalog proof: Third Party Servicers need written approval and flow-down terms. Third Party Software is governed by the licence that comes with it, by terms at legal.aptean.com/third-party-terms, or by terms published by its owner.[1][7] Catalog proof: Third Party Software is governed by the third party’s terms.
Counting / floors
The MSA’s commercial floors are about payment and term rather than quantities.
Payment. Unless an Order Form says otherwise, payments are due within 30 days of the invoice date and “all such payments are non-refundable”. Late amounts bear the lesser of 1.5% per month or the maximum lawful rate, payment terms are subject to credit approval and may be changed “based on Customer’s financial position or payment history”, and pricing terms are confidential.[1] Non-payment lets Aptean demand other invoices, suspend services and terminate. Catalog proof: Payment is due in 30 days and is non-refundable; Pricing terms are confidential.
Term and renewal. The Agreement runs until terminated, while Maintenance, SaaS Subscription and licence terms last for the period in the Order Form and then renew automatically for successive one-year periods unless the customer gives at least 90 days written notice. Aptean invoices annually in advance, with renewal fees due within 30 days of the invoice or the day before renewal, whichever is sooner.[1] Catalog proof: Terms renew automatically for one-year periods.
Termination and suspension. Either party may terminate for a material breach left uncured for 30 days, and failure to pay on time is a material breach. Aptean may temporarily suspend rights to Software, services or deliverables at its sole discretion before terminating.[1] On termination, licences cease and the customer must discontinue use and destroy copies. Catalog proof: Aptean may suspend before terminating.
Assignment. The customer may not assign or transfer the Agreement, its interest or the licence without Aptean’s prior written consent and payment of a transfer fee “based on Licensor’s then-current prevailing rates”.[1] This matters in mergers and divestments. Catalog proof: Assignment needs consent and a transfer fee.
Ownership, warranty, indemnity and liability
Ownership of the Software, SaaS Subscription, Documentation and Service Deliverables stays with Aptean or its suppliers. The Agreement “is not a sale”. Deliverables built under a Statement of Work belong to Aptean and the customer receives a non-exclusive, non-transferable licence to use them internally.[1] Catalog proof: Service Deliverables are owned by Aptean.
Software is deemed accepted “upon electronic availability”.[1] Catalog proof: Software is deemed accepted on electronic availability. The limited warranty runs for one year after Go-Live and covers conformance of Aptean’s Software and SaaS Subscription (excluding Third Party Software) to published documentation. The exclusive remedy is correction of a material reproducible nonconformity, and use in breach of the Agreement voids it.[1] Catalog proof: Limited warranty runs for one year from Go-Live. Aptean may stop providing a feature if a third-party provider other than Microsoft stops making its software available for interoperation, without a refund, but it must offer a reasonable alternative.[1] Catalog proof: Third-party warranty claims run against the third party.
Aptean’s infringement indemnity covers claims that the Software (excluding Third Party Software), SaaS Subscription, Documentation or Service Deliverables infringe a U.S., E.U., U.K. or Canadian copyright, trademark, trade secret or patent. If Aptean cannot procure the right to continue or modify the product, it may require return of software and refund fees less straight-line depreciation over five years, or, for a SaaS Subscription, refund prepaid but unused fees.[1]
Under the North American version, Aptean’s aggregate liability and the customer’s (except for payment of undisputed invoices and misuse of the products) are each capped at the payments made in the 12 months before the first event. The English-law version caps Aptean’s liability at the greater of those 12-month payments and the fees paid or payable under the first Order Form, with an exception for personal injury or death caused by negligence.[1][2] Catalog proof: English-law liability cap is the greater of twelve months fees or first Order Form fees.
Audit, data and governing law
The audit clause permits Aptean, during the term and “upon Licensor’s reasonable suspicion that Customer is misusing” the products, to audit records and computer systems relevant to use of the Software or Equipment during business hours on reasonable notice.[1] It is a suspicion-triggered right. See Software licence audit. Catalog proof: Audit right on reasonable suspicion of misuse.
Aptean may “collect and disclose anonymized information about Customer’s use” of its products, and the customer grants a perpetual, worldwide, royalty-free licence to anonymized Customer Data arising from use, including the right to sublicense it.[1] Catalog proof: Aptean may use anonymized usage data. Personal data processing is governed by a Data Processing Addendum incorporated by reference.[1]
The North American version is governed by the internal laws of Georgia, with exclusive jurisdiction in the state and federal courts located in Atlanta, and disapplies UCITA and the UN Sales Convention. The English-law version is governed by the laws of England and Wales with exclusive jurisdiction of those courts.[1][2] Catalog proof: North American agreement is governed by Georgia law; English-law agreement is governed by the law of England and Wales.
Other clauses worth knowing
- Aptean may use the customer’s name and logo in customer lists, investor presentations and filings.[1]
- Each party agrees not to solicit the other’s staff who worked on the Agreement, during the term and for one year, with a payment equal to 50% of the hired employee’s annual salary for breach.[1]
- The Agreement supersedes any previous licence agreement between the parties, and previously delivered software and services are then governed by it.[1] This can matter when a legacy brand’s contract is replaced at renewal.
- Force majeure includes “non-availability of Microsoft products and services”.[1]
Out of scope
This article does not analyse the Data Processing Addendum, the Order Form, regional agreements other than the North American and English-law versions, or the individual product exhibits. For those, see Aptean licensing and the linked deeper articles.