Blackbaud Solutions Agreement and subscription terms

The Blackbaud Solutions Agreement (BSA) is the standard governing terms agreement for all Blackbaud Solutions and Services, according to Blackbaud’s terms and conditions page.^[1] It governs the customer’s access to and use of Blackbaud’s Solutions and Blackbaud’s delivery of Services.^[2] Blackbaud is defined to include Blackbaud, Inc., BB YourCause, Inc. and their affiliates and subsidiaries.^[2] This article explains the contract mechanics that decide what a customer owns, what it can use and when it can leave.

Editions: the document stack

A customer’s contract is a stack, not one document.

The Agreement is accepted by signing an Order Form, and a purchase order or other ordering document that purports to modify the Agreement does not add to or vary its terms.^[2]

Metrics and the Order Form

The BSA contains no price, user count or unit. It says the Subscriptions, pricing, quantities ordered, payment of fees and related financial terms are set out in the Order Form.^[2] A Subscription is the right to access and use a Solution or to receive certain Services for a term under an Order Form.^[2] Access is for the customer’s internal business purposes during the Order Form term, and Solutions may be used only from devices and systems that meet the System Requirements.^[2]

The metric that the BSA does define is User. Users are the customer’s employees, the employees of its affiliates and its contractors, if the customer permits them to use the Solutions and includes them in the itemization of permitted users given to Blackbaud.^[2] The 2019 version of the BSA was narrower in wording: it said the customer and its employees could use Subscriptions.^[7] The catalog row is User.

Blackbaud says pricing depends on organisation size, number of users, selected solutions or modules, and the level of support and services desired.^[8] Quantities of other units, such as concurrent licences, storage space or site IDs, are covered in the product and fee articles.

Order of precedence

The order of precedence is a notable change between versions. In the BSA with a March 2026 cover, a conflict is resolved in favour of the Agreement, then the Order Form, then any SOW, except where the Order Form explicitly amends a provision for that Order Form, and only as to the amended provision.^[2] The 2019 version ranked the Order Form first and the agreement second.^[7] For customers on older paper, a negotiated Order Form term could have overridden the BSA by default. Today the same term needs to say explicitly that it amends the relevant BSA section. The comparison between the January 2025 version and the March 2026 version in the documents retrieved shows a change to the notice clause, which now allows physical or electronic notice and puts the burden on the customer to keep contact details current.^[9][2]

Term, renewal and cancellation

The BSA term runs from the Effective Date until terminated or until expiry of the current term if cancelled under an Order Form.^[2] The Order Form term itself is governed by Blackbaud’s policy: its standard Subscription term is three years, for the initial term and renewal terms, subject to exceptions required by law.^[5] Subscriptions are set to auto-renew at the end of each Order Form term.^[5] The Billing FAQs repeat that contracts renew automatically on the standard three-year term unless the customer contacts its renewal representative, and that changes must be communicated at least 45 days before the renewal date.^[10]

Cancellation is narrow. A customer may cancel at any time during its term only if the cancellation takes effect on the date the next renewal term begins, and must cancel no later than 45 days before the end of the current term or the subscription auto-renews.^[5] The policy adds that Blackbaud’s agreements do not permit a cancellation effective within the term of an Order Form except in the event of an uncured material breach, subject to law.^[5]

Price changes at renewal are expected. Blackbaud’s billing FAQ says renewal fees or subscription pricing for renewal terms are subject to an annual adjustment.^[10] Its annual report states that most software customers operate on standard three-year terms with mid-to-high single-digit price increases at renewal and embedded annual price increases, and that its contractual recurring contracts are generally billed annually in advance and non-cancelable.^[11] Practitioners should therefore model three-year costs with the escalator in the Order Form, not a flat renewal price.

Service levels, upgrades and use restrictions

The Subscription Description commits that the production version of a Subscription will be available at least 99.9% of the time, calculated monthly, excluding planned and critical maintenance and failures caused by external factors.^[3] If availability for the prior month falls below 99.7%, a credit of 10% of monthly Subscription fees applies down to 99.5%, and 20% below that, claimed within 30 days of month end, and the credit is the sole and exclusive remedy.^[3] Upgrades and releases are provided at no charge, though material changes to existing capabilities may be subject to additional fees with advance notice.^[3] Default storage is calculated from the production database size and grows in 5 GB increments.^[3]

The Description also bars leasing: Subscriptions are intended for individual users only, and the customer may not lease its Subscription or its capacity to third parties.^[3] Commentary: this matters to federated nonprofits and shared-service arrangements, where one customer might otherwise allow separate legal entities to use the same tenant. The Agreement’s affiliate employee language gives a route, but only for affiliates’ employees itemised as Users.^[2]

Suspension, termination and data

Blackbaud may suspend access on ten days’ written notice for unpaid fees, or immediately on notice for violating the Agreement or the Acceptable Use Policy.^[2] Either party may terminate for material breach uncured for 30 days, and Blackbaud may terminate on ten days’ written notice for failure to pay undisputed invoices.^[2] After termination the customer loses access to its data, and to receive a copy it must extract the data while it still has access or ask Blackbaud Support at least 30 days before the Termination Date.^[2]

Risk allocation, transfer and law

Each party’s maximum liability is the greater of USD 25,000 or the fees paid or payable for the relevant Solution in the six months before the claim, with stated exceptions.^[2] Disputes go to arbitration administered by the American Arbitration Association, with New York law and a class action waiver.^[2] The regional terms replace this: the Europe terms use the International Centre for Dispute Resolution in London under English law, and the Pacific terms use Sydney under New South Wales law.^[12][13] Neither party may assign the Agreement without consent, but either may sell all or substantially all of its assets or stock, or merge, without consent.^[2] The customer owns its data and grants Blackbaud a licence to use it to provide the Solutions, and Blackbaud may aggregate information from the customer’s use with other customers’ and use it on a de-identified basis for any purpose.^[2]

Virtualization and partitioning

None of the cited documents sets processor or virtualisation rules. The relevant technical restriction is the System Requirements for the customer’s own devices, and the Acceptable Use Policy bar on actions that cause excessive or disproportionate load on Blackbaud’s infrastructure.^[6]

Out of scope

This article does not cover payment services, support policy, AI terms, professional services or product-specific limits such as non-production environments.