The Celonis Master Services Agreement (MSA) is the standard contract for Celonis cloud services bought through an Order or accepted online. Where a customer has a separate signed agreement, the MSA states that the signed agreement’s terms prevail over any conflicting MSA terms.[1] Its June 2026 version, with its addenda, is published on the Celonis terms page.[2] This article summarises the clauses that matter for licence management and then the support terms that accompany every subscription.
Scope and precedence
The MSA governs the Services specified in an Order or bought via an online platform. It runs from the Effective Date until the earlier of termination for cause or expiry of all Orders.[1] Its Order-of-precedence clause says the MSA takes precedence over an Order unless the Order indicates otherwise, including by reference to the section it intends to override. An Order issued by an Authorized Reseller cannot amend the MSA without Celonis’s express written consent.[1] Purchase orders, general terms of business and vendor portal terms issued by the customer are described as being for the customer’s administrative convenience only, and their terms do not bind Celonis.[1] A negotiating customer should therefore put commercial departures in the Order itself, naming the MSA section it overrides.
Rights of access and obligations
The customer may enable User access to the Celonis Materials solely for its internal business purposes in accordance with the limitations in the Order and Metrics Definition, and not for the benefit of any third parties unless Celonis agrees in writing. Third-party suppliers or contractors may use the materials solely to provide goods or services to the customer.[1] The customer must maintain safeguards such as multi-factor authentication for user access, monitor administrator and subcontractor access and notify Celonis of unauthorised access.[1] Prohibited acts include using the Services for anyone other than the customer or its Affiliates, modifying or creating derivative works of the Celonis Materials except as the Documentation allows, and reverse engineering to build a competitive product.[1]
The MSA treats the Cloud Service as not being a system of record or data repository: the data the service processes continues to reside in the customer’s source systems.[1] This framing matters for data-volume metrics, because APC measures the copy held in Celonis, not the source.
Compliance verification
Section 4.5 allows Celonis to use technical features in the product to verify compliance with Order limits. On reasonable request the customer must certify in writing that its use is in full compliance, keep complete and accurate records it may have created relating to its use, and make them available to Celonis or its designated third-party auditor on request and free of charge.[1] The Metrics Descriptions repeat the compliance verification wording and add that the customer must keep records related to the Financial Metrics on its Order.[3] The MSA also provides that Celonis may meter consumption using usage data.[1] This contract language is the audit right; see software licence audit for general practice. Remedies for breach of the use restrictions include termination and, if use threatens the security, integrity or availability of the Services, immediate suspension, with prompt notice and, where reasonable, advance notice and a chance to cure.[1]
Fees, payment and overuse
Subscription fees are non-refundable except as the MSA expressly states. Where the Order is with Celonis, fees follow the Order; where it is with a reseller, the customer pays the reseller. Use in excess of the Agreement or Order scope must be paid at Celonis’s then-current price list.[1] A customer may withhold a disputed portion of an invoice provided it gives written notice before the due date and pays the undisputed part. Taxes are excluded unless the Order says otherwise. If an undisputed invoice is unpaid, or Celonis verifies that a reseller has not been paid, Celonis may disable access to the affected part of the Services on 30 days’ prior written notice and charge interest at the greater of 2% or the maximum legal rate.[1]
The Celonis terms page describes the commercial logic: a subscription includes software, support, updates and upgrades; refunds, reductions and cancellations are not possible during a committed term; and single-year or multi-year subscriptions are available, with multi-year purchases benefiting from predictable pricing.[4]
Term and renewal
The initial term is set in the Order. After it, each subscription renews automatically for successive 36-month periods unless a party gives at least 30 days’ written notice of non-renewal. Celonis may raise fees for a Renewal Term, but the increase cannot exceed 7% per annum except where the customer has exceeded its permitted use.[1] The 30-day notice window is short against a 36-month renewal period, so a customer that does not diarise the date could commit to three further years. The cap on increases is lifted for customers with overuse, which links capacity compliance to renewal price. See true-up for how overuse is usually reconciled.
Either party may terminate an Order for material breach not remedied within 30 days of notice, or for legal cause. On termination or expiry the customer must immediately cease using the service. Customer Data is available for export at any time during the term, and within 30 days of termination or expiry Celonis will delete or destroy Customer Data in its possession unless law requires retention.[1]
Liability, warranties and indemnity
Celonis warrants that the Services will substantially perform as specified in the Documentation, have been tested for malware, and that professional services will be performed with reasonable skill and care. The exclusive remedy is correction, a functional replacement or re-performance and, failing that, a refund of prepaid fees for the remainder of the term for the nonconforming service. Celonis indemnifies the customer against third-party claims that use of the Services in compliance with the MSA infringes proprietary rights, with the option to modify, procure a licence or terminate and refund prepaid fees.[1] The aggregate liability of each party is capped at the greater of the fees payable for the services giving rise to the liability in the preceding twelve months or USD 100,000, with listed exceptions including fraud, wilful misconduct, violation of the other party’s proprietary rights and payment or refund obligations.[1] The cap does not apply to third-party claims related to the customer’s responsibilities for the legality of customer materials and personal data.[1]
Governing law and local variations
Governing law and the courts with exclusive jurisdiction depend on the customer’s domicile: New York State and New York City for North or South America; Japan and Tokyo for Japan; Singapore for the rest of Asia-Pacific; Germany and Munich for Germany or Austria; and England and Wales and London for any other jurisdiction. The CISG and the Uniform Computer Information Transactions Act do not apply.[1] Annex B varies the agreement where German or Japanese law applies, for example replacing the warranty and liability clauses with German-law wording such as supplementary performance (Nacherfuellung) and a one-year limitation period on damages claims against Celonis.[1]
Assignment and other terms
The customer may not assign without Celonis’s advance written consent, whereas Celonis may assign to Affiliates or in a sale of substantially all of its assets. The customer agrees that Celonis may use its name and logo as a reference customer. The English version controls over translations.[1] For licence managers, the assignment clause matters in mergers and divestitures: a carve-out business that needs its own Celonis tenant cannot rely on the MSA to transfer the existing subscription.
Support
Every Celonis cloud subscription includes support and maintenance as described in the Support Services Description.[4] The May 2026 description includes all generally available releases of the Cloud Service, with support for the most current version only, and access to a Customer Support Portal.[5] For Standard Support the portal allows a maximum of four users to submit tickets, who must be named admins of production and sandbox instances or users who have completed Celonis certification requirements, and certified users must complete new certifications within 90 days of release to keep access.[5]
| Tier | Hours | S1 response / restoration | S2 response / restoration |
|---|---|---|---|
| Standard Support | Business hours in the support time zone | 2 business hours / best effort | 1 business day / best effort |
| Premier Support | 24 hours a day for S1 and S2; business hours otherwise | 2 hours / 4 hours | 4 hours / 2 business days |
| Premier Plus Support | 24 hours a day for S1 and S2; business hours otherwise | 30 minutes / 4 hours | 2 hours / 2 days |
Figures come from the Support Services Description and the Premier Plus Addendum.[5][6] Premier Support is elected for an additional fee.[5] Premier Plus adds up to eight ticket users, dedicated priority access to senior engineers, uptime and case reporting, a dedicated Support Delivery Manager and Bring Your Own Key on public cloud; the addendum notes that CPM and CPM4 are not eligible.[6]
Several exclusions limit restoration objectives, including issues not caused by Celonis or its subcontractors, non-GA code, sandboxes and non-production environments, customisations, security issues and scheduled downtime. Objectives take effect after a 90-day grace period following contract signature unless the Order says otherwise, and Celonis requires on-demand administration access to the production instance.[5] Support is in English, with German or Japanese language support available as a paid supplement.[5] A 2023 service description for legacy Premium Support, which gave 24/7 phone support for fully deployed Execution Management System customers, remains on the terms page as an archived document.[7]
Out of scope
This article does not cover the Data Processing Agreement, Standard Contractual Clauses, Information Security Annex, sub-processor list or the Service Level Agreement, whose published PDF has no extractable text. It does not cover the AI, Additional Services or Make-specific terms, which are in Celonis AI, automation and add-on licensing.