The Nexthink Main Services Agreement (MSA) is the master contract under which Nexthink provides its software, Cloud Services, Collector agent and Professional Services. Specific purchases are set out in Orders, and implementation work in statements of work (SOWs).[1] Nexthink publishes the MSA in regional versions and asks customers to “select the terms specific to your physical address”. The same index page lists the Support Addendum (which includes the service level agreement), the Cloud Data Processing Addendum and the Information Security Addendum.[5] All regional versions retrieved on 2026-10-02 are labelled version 501.11 and share the same clause numbering.[1][2]
Regional versions
| Version | Contracting entity | Governing law and venue |
|---|---|---|
| Rest of the world | Nexthink SA, Prilly, Switzerland | England and Wales; courts of England[1] |
| United States | Nexthink, LLC, Boston | Commonwealth of Massachusetts; state and federal courts in Boston[2] |
| D-A-CH region | Nexthink SA | Switzerland[3] |
| France | Nexthink France SASU, Paris | France; courts of Paris[4] |
| Japan | Nexthink SA | England and Wales[7] |
The licence wording differs in one respect that matters to licence managers. The United States version describes both the access right and the Collector licence as “limited, revocable, non-exclusive and non-transferable”. The rest-of-the-world version omits “revocable”.[2][1] Catalog proof: US agreement makes the access right revocable; Governing law follows the regional MSA.
Grant and restrictions
Section 1(b) grants a right “during the applicable Order Term” to use and access the Services in the Order, “solely for its internal business purposes”. The Services and Documentation “are not sold” and are subject to licence or subscription rights for the Subscription Term.[1] Catalog proof: Services are subscribed, not sold, for internal business purposes.
Section 1(g) lists the restrictions. The customer may not reverse-engineer or modify the Services. It may not “assign, transfer, re-license, sublicense, lease, loan, resell, distribute or otherwise grant any rights in the Services” to anyone other than Authorized Users. It may not use the Services on behalf of a third party or for anything other than its internal use of Customer Data, and it may not use them to build competing functionality.[1] An outsourcer therefore cannot run one Nexthink tenant to serve several unrelated clients under one customer’s licence. Catalog proof: No resale, sublicensing or use on behalf of third parties.
Authorized Users and Affiliates. Only “employees and contractors of Customer or its Affiliates” authorised by the customer may use the Services. An Affiliate is an entity in a control relationship with the customer, where control means ownership or control of more than 50% of the voting interests.[1] Affiliates may also buy in their own right by signing Orders or SOWs that incorporate the MSA. For those Orders, the Affiliate takes the customer’s place.[1] Catalog proof: Use limited to employees and contractors of the customer and its Affiliates; Affiliates buy under their own Orders.
Collector and VDI Session clauses
Section 1(c) makes the Collector a required part of the Services. The Collector is installed “on individual endpoints or devices (the “Device(s)”)”, and the licence to use it runs for the Order Term “for such Devices under an Order”. The section ends with the reallocation rule: “Once allocated to a Device, the Collector may not be transferred to another Device, except when the original Device has been decommissioned.”[1] Catalog proof: Collector is required on each Device; Collector cannot move between Devices unless the original is decommissioned.
Section 1(d) defines the VDI Session and grants use for “a maximum number of VDI Sessions, as specified in the Order Form”. The maximum is calculated by adding the peak simultaneous sessions of each virtual Device or desktop pool “over a 24-hour period (UTC)”.[1] Catalog proof: VDI Sessions are counted as summed daily peaks per desktop pool.
Section 1(e) covers AI functionality. The customer acknowledges that AI Results “may not always be accurate” and is responsible for the decisions and actions it takes based on them.[1]
Term, renewal and termination
The MSA runs until the last Order or SOW expires or is terminated. The Initial Order Term is set in the Order. After it, “the Order shall automatically renew for successive twelve (12) month periods” unless either party gives written notice of non-renewal at least 60 days before the current term ends.[1] Unless otherwise agreed, Nexthink may charge then-applicable subscription fees for a renewal term, provided it gives notice of the increase at least 60 days before expiry.[1] The two 60-day windows coincide, so a price increase notice and the last day to give notice of non-renewal can fall on the same date. Catalog proof: Orders renew for 12 months unless notice is given 60 days ahead; Renewal fees may change with 60 days' notice.
Either party may terminate for an uncured material breach (30-day cure period) or for insolvency events. Nexthink also has a separate termination right for late payment, with a 30-day cure period for the first payment failure only.[1] On termination all rights end. The customer must stop using the Services, return or delete the Documentation and any software, and provide a signed statement confirming this if Nexthink asks.[1] Catalog proof: On termination all use stops and software is deleted.
Fees, Additional Use and partner purchases
Fees are set in the Order or SOW. Unless stated otherwise, they are invoiced at the start of the Order Term, payable “annually in advance, net thirty (30) days”, and non-refundable. Overdue amounts may bear interest of up to 4% a year and may lead to suspension of access.[1] Catalog proof: Fees are annual in advance and non-refundable.
Section 3(b) is the true-up clause. The customer “may increase the quantity of Collectors and/or VDI Sessions authorized under an Order”. Nexthink then sends an Initial Notification, which lets the customer either order the extra quantity or correct any unwanted Additional Use. If the customer takes no action within one month, Nexthink charges the Additional Use from its start date at the negotiated fee plus a 20% premium. The clause says it is designed for “isolated instances of Additional Use, rather than allowing for a gradual increase in Collector / VDI Session usage over time”.[1] Catalog proof: Additional Use is charged at a 20% premium after one month. The general mechanism is described in true-up.
Section 1(l) covers purchases from a Nexthink Partner. Price, payment and related terms are agreed with the partner, the Partner Agreement does not bind Nexthink, and claims for refunds or credits go to the partner. If the Partner Agreement conflicts with the MSA, the MSA governs as between Nexthink and the customer.[1] Catalog proof: Partner purchases: price and payment with the partner, use terms from the MSA.
Order of precedence
The MSA and the Order or SOW make up the entire agreement, and pre-printed purchase order terms have no effect. If the MSA and an Order or SOW conflict, the Order or SOW controls only payment terms and term length. The MSA controls all other matters, unless the Order expressly overrides this rule by reference to it.[1] Negotiated changes to counting rules, the Additional Use premium or audit rights therefore need an Order clause that refers to this precedence sentence. Catalog proof: Order controls payment terms and term length; MSA controls the rest.
Support and service levels
Section 5 incorporates the then-current Support Services Addendum and Service Level Addendum. The customer benefits from a newer version only where it contains stronger commitments from Nexthink.[1] The published Support Addendum provides support 24 hours a day, 365 days a year. Targeted response times run from one hour for a P1 incident in which the entire Services are down.[6] The customer must, among other duties, “maintain a minimally supported client-side software version”.[6]
The Service Level Standards commit to 99.5% availability of the Key Services, measured each calendar month. Each Service Level Event earns a credit of 2% of the monthly Fees for the measured Services. The credit must be requested in writing within 30 days. If the target is missed in three consecutive months, or in four months of a calendar year, the customer gains a Qualified Termination Right for the affected Order.[6] Catalog proof: Customer must keep a minimally supported client-side version; SLA credit of 2% of monthly fees below 99.5% availability.
Compliance Assessment
Section 12(b) allows Nexthink, or a third party acting for it, to audit the customer’s compliance with the agreement “During the Term and for a period of one (1) year thereafter”. The audit takes place at Nexthink’s expense, during normal business hours and on reasonable notice. If the assessment reveals “any non-compliance”, the customer reimburses Nexthink “for the full cost of the Compliance Assessment”, in addition to Nexthink’s other remedies.[1] The clause sets no notice period, frequency limit or materiality threshold. Those are common points to negotiate in an Order. Catalog proof: Compliance Assessment during the term and one year after. See software license audit for the general practice.
Out of scope
- The Cloud Data Processing Addendum and Information Security Addendum, which concern data protection rather than licence scope.
- Negotiated Orders and SOWs, partner price lists and any custom amendments.
- Renewal and product changes made through the customer’s Nexthink representative, which the documentation names as the route for renewing or updating a licence.[8]