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Celonis SE v. SAP SE

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This article is about the pending US antitrust case brought by the process mining vendor Celonis against SAP in 2025. Pleading-stage rulings described here decide only whether claims may proceed, not whether the allegations are true.

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Celonis SE v. SAP SE is a lawsuit filed on 13 March 2025 in the US District Court for the Northern District of California by Celonis SE and its US subsidiary, makers of process mining software, against SAP SE and SAP America.[1] Celonis alleges that SAP uses its position in enterprise resource planning (ERP) software to prevent SAP customers from sharing their own ERP data with third-party process mining tools except at prohibitive cost, to the advantage of SAP’s own process mining product, Signavio. SAP disputes the claims. The case was reassigned to Judge Vince Chhabria on 18 March 2025.[4] As of 2026-09-30 it is pending, with no findings of fact.

The case concerns software licensing because Celonis’s allegations rest in part on SAP’s licensing positions: the “indirect static read” exception, the difference between runtime and full use licences, and an SAP Note restricting a data extraction interface.[1]

Background

Celonis alleges that it joined SAP’s Startup Focus programme in 2012 and built its product to extract data from customers’ SAP ERP systems, and that before SAP acquired Signavio in 2021 SAP treated Celonis as a favoured process mining partner.[1]

SAP’s April 2018 statement of audit practice for legacy ERP contracts includes a decision tree for indirect access. Its final step reads: “Other than for the SAP Business Warehouse application, indirect static read does not require a separate license.” SAP describes the document as informational and not binding.[6]

The dispute

Celonis’s allegations

In its complaint Celonis alleged, among other things, that:[1]

  • since 2021 Celonis customers have relied on the “indirect static read” exception in SAP’s ERP software use rights, using Celonis’s RFC-based ABAP extractor, to use their own data for process mining;
  • on numerous occasions SAP contacted customers using Celonis, accused them of violating that exception, and pressed them to upgrade “runtime” licences to “full use”, at substantial additional cost;
  • on 2 February 2024 SAP updated SAP Note 3255746, changing a statement that SAP does not support use of the ODP API by third-party applications into a statement that it does not permit such use, and that customers moving to S/4HANA are expected under that Note to use SAP Datasphere;
  • SAP’s conduct contradicted assurances it gave to regulators in 2021, when it acquired Signavio, that process management software reading ERP data through simple scanner access was an indirect use that would not incur fees.

Celonis pleaded claims under the Sherman Act (monopolization, attempted monopolization and tying), California antitrust and unfair competition law, the Lanham Act (false advertising), and tort and promissory estoppel theories.[2][3]

SAP’s position

SAP moved to dismiss both the original and the amended complaint. As summarised by the court, SAP argued among other things that “data access” is not a product separable from its ERP software, that the complaint did not allege sufficient detail about Signavio’s costs to support a pricing claim, that customers were not coerced into using Signavio, and that a comparison chart on its website was not false.[3] SAP also asserted patent infringement counterclaims against Celonis.[4]

Rulings to date

Preliminary injunction. Celonis moved for a preliminary injunction. On 5 June 2025 the court granted a stipulation allowing Celonis to withdraw that motion.[4] As reported by TechTarget, in the stipulation SAP agreed not to prohibit or interfere with the use of Celonis’s RFC ABAP extractor, and not to impose additional fees or licence charges for that access, while the case is pending.[5]

First motion to dismiss (30 June 2025). The court declined to dismiss on grounds of comity or forum non conveniens, noting that a German proceeding might address some of the same conduct but not its legality under US law. It dismissed the tying claims, observing that Celonis alleged that Note 3255746 still allows extractors that are not ODP-based and that Celonis’s extractor is not ODP-based. It dismissed the monopolization claims, stating that SAP “has no obligation to let its competitors access its databases in the way they prefer”, and dismissed the pricing and false advertising claims. The claim for interference with contractual relations survived. Dismissal was with leave to amend.[2]

Second motion to dismiss (27 October 2025). Celonis filed an amended complaint on 21 July 2025.[4] The court held that SAP’s alleged conduct should not be analysed as a refusal to deal, because the amended complaint challenged SAP’s dealings with its own customers, and said its earlier order had been incorrect to the extent it suggested otherwise.[3] It then:

  • denied dismissal of the claim of actual monopolization of an “SAP data access market”, while noting its own concern that such a market might not be distinct from the ERP or process mining markets;
  • denied dismissal of attempted monopolization of the process mining market, based on allegations that SAP incrementally barred customers from the data needed for process mining and withdrew technical support from customers using products other than Signavio;
  • denied dismissal of the bundling and predatory pricing theory, based on allegations that Signavio has often been offered free with SAP ERP;
  • granted dismissal of the tying claims for lack of non-conclusory allegations of coercion, noting Celonis’s own allegation that customers who migrated to S/4HANA continued to use its extractor;
  • denied dismissal of the false advertising claims based on a chart on SAP’s website, and of the unfair competition and interference with prospective economic relations claims;
  • granted dismissal of the promissory estoppel claim.[3]

Later proceedings. On 26 February 2026 the court granted Celonis’s motion to sever SAP’s patent counterclaims, to be transferred to another district.[4] On 25 June 2026 it granted Celonis leave to file a second amended complaint, which added trade secret claims, and directed a schedule culminating in a trial date of 13 September 2027. On 11 August 2026 it allowed supplemental discovery on a “New Data Access Policy” that took effect about a month before fact discovery on the antitrust claims closed.[4] A second action between the parties, No. 3:26-cv-10577, was referred on 18 September 2026 for a determination whether it is related to this case.[7]

Significance for software licensing and SAM practice

No court has yet decided whether SAP’s data access policies are lawful; the orders to date decide only whether Celonis’s pleaded allegations are sufficient for its claims to proceed.[3] Points relevant to licensing practice that appear in the record so far:

  • Indirect static read and runtime licences are contested ground. The allegations concern how SAP applies the indirect static read concept and the runtime versus full use distinction to third-party tools that read ERP data, the same concepts SAP describes in its 2018 audit practice document.[1][6]
  • Technical notes can carry licensing weight. The dispute over SAP Note 3255746 shows that support notes restricting interfaces can affect whether a customer’s integration is permitted, alongside the licence agreement and use rights documents.[1][2]
  • Refusal to deal versus customer restrictions. In June 2025 the court said SAP had no obligation to let competitors access its databases in the way they prefer; in October 2025 it held that efforts to prevent one’s customers from dealing with one’s rivals do not fall under the refusal-to-deal framework, and analysed the amended claims on that basis.[2][3][3]

For effective license position work on SAP estates, the case is a reason to document which extraction method each third-party tool uses, which licence type (runtime or full use) covers the underlying database, and which SAP Notes and use-rights provisions the organisation relies on, so the position can be tested against the documents rather than against assumptions.

Lessons learned

  • How indirect static read and runtime versus full use licences apply to third-party tools that read SAP ERP data is contested. Celonis alleges that SAP pressed customers using its extractor to upgrade runtime licences to full use, while SAP’s 2018 audit practice document says indirect static read does not require a separate licence other than for SAP Business Warehouse.[1][6]
  • SAP Notes that restrict interfaces can affect whether an integration is permitted. The dispute over SAP Note 3255746 shows that support notes can matter alongside the licence agreement and use rights documents.[1][2]
  • Document the extraction method and licence type behind each third-party tool that reads ERP data. Recording which extraction method each tool uses, which licence type covers the underlying database, and which SAP Notes are relied on allows the position to be tested against the documents.[1]
  • The rulings so far decide only whether claims may proceed, not whether SAP’s policies are lawful. No court has yet decided the merits, and the orders address only whether the pleaded allegations are sufficient.[3]

References

  1. Celonis SE v. SAP SE, No. 3:25-cv-02519 (N.D. Cal.), Complaint (redacted public version), filed 2025-03-13, ECF No. 1Allegations of the plaintiffsEffective 2025-03-13. Retrieved 2026-09-30.
  2. Celonis SE v. SAP SE, Order Granting in Part and Denying in Part Motion to Dismiss, 2025-06-30, ECF No. 100Effective 2025-06-30. Retrieved 2026-09-30.
  3. Celonis SE v. SAP SE, Order Granting in Part and Denying in Part Motion to Dismiss First Amended Complaint, 2025-10-27, ECF No. 129Effective 2025-10-27. Retrieved 2026-09-30.
  4. Celonis SE v. SAP SE, No. 3:25-cv-02519 (N.D. Cal.), docket (CourtListener RECAP)Docket entries cited: ECF 20, 84, 86, 111, 166, 170, 268, 273, 303Retrieved 2026-09-30.
  5. SAP agrees to allow Celonis data access until case resolved (TechTarget, 2025-06-26)News report of the June 2025 stipulation; used only because the stipulation text is not in the public RECAP archiveRetrieved 2026-09-30.
  6. SAP Global License Audit and Compliance Update (April 2018)SAP statement of audit practice, including indirect static readEffective 2018-04-10. Retrieved 2026-09-30.
  7. Celonis SE v. SAP SE, No. 3:26-cv-10577 (N.D. Cal.), docket (CourtListener RECAP)Second action; judicial referral to determine relationship with 3:25-cv-02519, 2026-09-18Retrieved 2026-09-30.

See also

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