The Coupa Master Subscription Agreement is the standard contract for Coupa’s hosted platform. The online version reviewed is headed “Version: 01 June 2025 (Online)”. It is between Coupa Software Inc. and the customer named on the Order Form, and it takes effect on the last date of signature of the Order Form.[1] The Agreement is deliberately thin on commercial metrics. It leaves quantities, meters and prices to the Order Form, and concentrates on use rights, restrictions, payment, release management, support and exit. A licence manager needs both documents, and the Order Form is the one that is not public.
Editions
The Agreement has no editions. It defines “Hosted Application(s)” as the applications and associated content identified on an Order Form, including Updates, provided as a subscription service and made accessible on a website designated by Coupa or by other means described in the Order Form.[1] Which applications those are depends on the Order Form.
Order of precedence. The Agreement “incorporates the following terms in the set order of precedence”: the Order Form(s), the MSA page, the Exhibits, and the Subscription Terms.[1] The Entirety clause repeats that in case of conflict between the Agreement and an Order Form, the Order Form governs, and that text on a purchase order cannot vary the terms.[1] A bespoke clause in an Order Form, for example a different quantity metric or a supplier fee, therefore overrides the standard text.
Order Form content. An Order Form is “an order document mutually agreed to and executed by Coupa and Customer or a Customer Affiliate”, specifying service-specific terms, the Subscription Term, fees, billing period, “the subscription model and/or usage meters” and other commercial terms.[1] See Order Form subscription and Usage meter. A Customer Affiliate may purchase subscriptions under the Agreement by executing an Order Form, and references to Customer then mean that Affiliate.[1]
Additional Modules. Updates are provided at no additional fee during the term, but exclude “additional new functionalities, features or upgrades to modules or applications not included in the Hosted Applications”. These are Additional Modules, and they can be ordered, and thereby become Hosted Applications, through an additional Order Form with its own commercial terms.[1] See Additional Module. In practice a release note that introduces a module is not an entitlement, and enabling it without an Order Form is the type of use the Agreement is written to prevent.
Metrics
Users. The Agreement defines Users as employees of the Customer and its Affiliates and their representatives, consultants, contractors, subcontractors or agents who use or are authorized to use the Hosted Applications.[1] The definition is wide: third parties working for the Customer are inside it. Within the definition, the Customer must “restrict each User account to only one authorized User at a time” and must not impersonate another user or give false identity information.[1] The wording allows reassignment of an account over time, but not simultaneous sharing. See User.
Module licences. The MSA does not describe module-level licence types. Coupa’s Users API shows a separate flag per user for modules such as Purchasing, Invoicing, Expense, Treasury, Supply Chain, Sourcing, Contracts and Spend Guard, which is the practical record of who holds what.[2] Whether a given flag is a priced entitlement is a matter for the Order Form.
Usage meters. The reference to “usage meters” in the Order Form definition shows that consumption-based or volume-based metrics are anticipated.[1] The standard terms define none, and the public documents reviewed do not publish one. For a customer whose Order Form sets a meter, the practical task is to find how and when the meter is measured, since the MSA contains no usage verification clause.
Suppliers. The Agreement defines a Supplier as a potential or current supplier to the Customer that interacts with the Customer via the Coupa Platform, and provides that, except as agreed on an Order Form, neither party shall charge Suppliers for the right to interact with the Customer through the Coupa Platform.[1] The Customer therefore cannot pass Coupa platform charges to its suppliers by default. See Supplier.
Counting / floors
Right of use. Coupa makes the Hosted Applications available, and the Customer and its Affiliates are authorized to use them during the Subscription Term as set out in an applicable Order Form for their internal business purposes, in accordance with the Agreement and the Documentation.[1]
Restrictions. The Customer must not license, sublicense, sell, resell, transfer, rent, lease, assign (except as provided), distribute or otherwise commercially exploit the Hosted Applications, copy or modify them, “frame” or “mirror” them, reverse engineer them, or use them for competitive purposes or for application service provider, timesharing or service bureau purposes or any purpose other than its own internal use.[1] A group that runs shared services for affiliates is covered through Affiliate rights. A customer that wants to offer Coupa-based processes to unrelated third parties is not.
Restricted information. Unless agreed in writing on an Order Form, the Customer and its Users must not upload sensitive data, special categories of data or criminal offence data as defined in the GDPR, or personal health information, to the Hosted Applications, and the Customer must use commercially reasonable efforts to ensure its Suppliers do not either.[1]
Fees and payment. Coupa invoices and the Customer pays subscription fees annually in advance as specified in the Order Form. All payment obligations are non-cancellable, and all amounts paid are non-refundable except as the Agreement specifies. The Customer may dispute an invoice in good faith in writing within 60 days. If an undisputed invoice is more than 30 days overdue, Coupa may, after at least 15 days’ notice, suspend the Hosted Applications until it is paid.[1] Fees exclude taxes.[1] The version reviewed contains no price-increase clause, no renewal clause and no usage verification clause, so renewal mechanics, notice periods and uplift limits must come from the Order Form.[1]
Release currency. Under the Standard Release Process described in Exhibit A-1, Coupa provides Updates through a wave-based release process, and “Customer is required to use the most current version of the Hosted Application unless otherwise agreed in line with the Standard Release Process”. Technical Support is based on the latest release, and Coupa is not liable for defects, security vulnerabilities or failure to meet the Uptime SLA where they arise from the Customer rejecting or delaying the latest release.[1] See Standard Release Process.
Virtualization & partitioning
The MSA contains no host, processor or virtualisation concept. Its structural units are the Customer instance, the production instances for which uptime is measured, and the Affiliates that may sign Order Forms. The Customer’s production instances are the reference for the uptime commitment. If a production instance fails to meet an availability requirement of 99.8% over a calendar month, the Customer’s sole and exclusive remedy is a service credit, with exclusions for planned maintenance windows, and credits must be requested in writing within 30 days of the end of the month.[1]
The support exhibit sets a cap of ten Designated Support Contacts, who must be Coupa Platform administrators, and says that Coupa may communicate with them and follow their instructions to change Customer Data or instances.[1] Support response times start at 30 minutes for severity 1, 2 hours for severity 2, and 2 and 5 business days for severities 3 and 4, unless an Order Form says otherwise.[1] Because the number of designated contacts is a function of the Support Level in the Order Form, a customer that adds administrators should check the cap.
Cloud / BYOL
The service is hosted by Coupa, so there is no BYOL concept. Several terms govern the relationship.
- Data ownership. The Customer owns Customer Data and grants Coupa a limited right to use it to perform the Agreement. Coupa may use aggregated and anonymised data for service improvement and benchmarking.[1]
- Warranty. Coupa warrants that production instances will materially conform to the Documentation and that functionality at the time of the Order Form will not materially decrease during the term. If a non-conformity persists more than 30 days after written notice, the Customer may terminate the affected Hosted Applications and receives a refund of prepaid fees for the remainder as Coupa’s sole liability.[1]
- Exit. During a period until sixty days after the Termination Effective Date, Customer Data is kept in the Customer instance. The Customer may request, at no additional cost and before the Termination Effective Date, a one-time Coupa-coordinated data extraction called the Decommissioning Package. After the later of the Transition Period and a 30-day Question Period, Coupa deletes the Customer Data, except archival backup copies kept up to 12 months. Chargeable Transition Services can be agreed by statement of work.[1] See Decommissioning Package and Transition Period.
Programs
Term. The Agreement continues until all Order Forms have expired or terminated, and user subscriptions run for the Subscription Term in the Order Form.[1] Either party may terminate for cause on 30 days’ written notice of an uncured material breach, or on certain insolvency events, and on termination for cause by the Customer Coupa refunds prepaid fees for the remainder of the term. Termination does not relieve the Customer of fees accrued or payable before the termination date.[1]
Assignment. Neither party may assign without the other’s consent, which is not to be unreasonably withheld. Either party may assign the Agreement in its entirety, including all Order Forms, to its Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of substantially all assets, without consent.[1] A customer’s own acquisition therefore does not need Coupa’s consent. Coupa itself changed owner when Thoma Bravo completed its acquisition on 2023-02-28.[3]
Governing law. The governing law and forum depend on the Customer’s domicile, from England and Wales for UK customers to Switzerland for EEA and Swiss customers, Singapore for several Asian countries, Ontario for Canada and California for all other cases, with arbitration as the forum.[1]
Reading checklist. For each Order Form, check the following against the MSA.
- Which Hosted Applications and Additional Modules are listed, and whether any new module in use is missing.[1]
- The subscription model and any usage meters, and where they are measured.[1]
- The Subscription Term, billing period and renewal terms, which the standard text does not supply.[1]
- Affiliates that are Customers in their own right, and their separate Order Forms.[1]
- The Support Level and the number of Designated Support Contacts.[1]
- The release wave chosen under the Standard Release Process.[1]
Out of scope
This article does not analyse the liability cap, indemnities, confidentiality, insurance, the data security exhibit or the privacy annexes. Pricing and the contents of any Order Form are not public.