The Sisense Fusion Master Subscription Agreement (MSA) is the master contract that sits behind a Sisense Sales Order. The version published on sisense.com is labelled “June 2024 Edition”. By its own text, it applies to purchases from 11 February 2024. Purchases between July 2021 and 11 February 2024, between July 2020 and July 2021, and before July 2020 are covered by earlier agreement forms.[1] A licence manager with an older contract should therefore identify the order date before relying on any term below.
The MSA is accepted when the customer signs a Sales Order that references it, which the MSA treats as the customer’s offer, and Sisense accepts by issuing the invoice or activating the Products.[1] The MSA says that in a conflict between it and a Sales Order, the MSA controls unless a Sales Order explicitly says otherwise. Sisense may also update the MSA from time to time in its sole discretion, and customer purchase-order terms do not modify it.[1] Because the Sales Order prevails only where it says so explicitly, any negotiated deviation (for example, a different renewal uplift) should be written into the Sales Order in express terms.
Licence grant and restrictions
The licence is worldwide, royalty-free, non-exclusive, time-limited and non-transferable (except on a permitted assignment), for the customer’s internal business purposes, and extends to the customer’s Affiliates. The customer is responsible for all acts and omissions of its employees, subcontractors, agents and other personnel and for all Users and their compliance.[1] The restrictions prohibit reselling, sublicensing or otherwise making a Product available to third parties other than Affiliates and authorized subcontractors, building a competitive product, and reverse engineering. A separate prohibition covers product benchmarking or other comparative analysis for any external use.[1] Fusion Embed customers are exempt from the resale restriction to the extent the SF Embed Addendum provides.[4]
Fees and payment
Fees are as specified in the Sales Order. Unless it states otherwise, payment is due within 30 days of the invoice date, in the currency stated, and payments are non-refundable and non-cancellable. Overdue amounts bear interest at 1% per month (12% per annum) or the highest lawful rate if lower, the customer pays reasonable collection costs including attorneys’ fees, and Sisense may suspend performance if an amount is 15 or more days overdue. The customer may withhold an amount it disputes in good faith, provided it notifies Sisense with the relevant information before the due date.[1] Taxes, including withholding taxes, are the customer’s responsibility and payments to Sisense are not reduced by withholding.[1] The MSA treats pricing information as Sisense’s Confidential Information, so a customer may not disclose its prices to third parties except as the confidentiality clause permits.[1]
Audit and true-up
Section 3.4 gives Sisense an express audit right. At Sisense’s discretion, on reasonable advance notice and no more than once per calendar year, it may conduct periodic reviews and audits to verify compliance with the agreement. If an audit shows usage above the limits in the Sales Order, Sisense may work with the customer to reduce usage to the limits. If the customer is unable or unwilling to comply, it must execute a Sales Order for the excess usage promptly on Sisense’s request and/or pay an invoice for the excess under the payment terms.[1] The clause does not say who performs the audit, what records are examined, or how excess is priced, and it does not state a cost-shifting threshold. These points are therefore matters for the Sales Order or negotiation. The Support Services Addendum separately excludes Failures caused by use outside the licence scope from support,[3] and the Cloud SLA excludes downtime from use outside the licence scope from service credits.[2]
Term, renewal and termination
The subscription term is the Subscription Period in the Sales Order, or one year if none is set. Each Subscription Period renews automatically for one-year terms unless either party gives written notice of non-renewal at least 60 days before expiry. Unless the Sales Order says otherwise, the fees for each Product subscription and recurring services increase automatically by 7% per annum on renewal, calculated from the fees for the last annual period of the expiring Subscription Period.[1] A customer that misses the 60-day window faces both a further one-year term and the price increase.
Either party may terminate for an uncured material breach after 30 days’ written notice (15 days for non-payment), immediately for a non-remediable material breach, or immediately on insolvency events. On termination the customer must erase any Customer Hosted Product and the Documentation within 15 days and certify destruction on request, and Sisense erases Customer Data within 30 days of expiry or termination. If the agreement is terminated for the customer’s breach, all outstanding Sales Orders end immediately.[1]
Assignment
Neither party may assign without the other’s written consent, which is not to be unreasonably withheld, but either may assign the agreement in whole to an Affiliate or to an acquirer of all or substantially all of its business or assets if the assignee assumes the obligations in writing. A customer assignment or acquisition must not expand the scope of the subscription in the Sales Order or allow the Product to be used for business operations other than those before the assignment.[1] A company that acquires a Sisense customer therefore cannot extend the licence to its own business, and a customer undergoing a merger may need additional subscriptions for the combined users.
Cloud service levels and support
The Sisense Cloud SLA Addendum applies to Cloud Hosted Product. Each Instance receives the Standard Availability SLA automatically, and the Premium Availability SLA can be bought by adding it to the Sales Order.[2] Under the standard SLA a month with availability below 99.9% but at least 99.0% earns a 5% service credit, and below 99.0% earns 10%. The Premium SLA applies the same credits below 99.99%.[2] The customer must request the credit in writing within ten business days after the month ends, the credit is applied to a billing cycle at least 60 days after the month, and it is the sole and exclusive remedy and does not entitle the customer to a refund.[2] Downtime from scheduled and emergency maintenance, data source refresh issues and Customer data-modelling practices is excluded.[2]
The Support Services Addendum provides a Customer Success Manager at no additional cost, service requests from up to three Technical Support Users, access to Updates and Versions released during the Subscription Period, and an End of Support Date 12 months after a Version release.[3] US-only support, where available, runs Monday to Friday 9 a.m. to 5 p.m. Eastern Time.[3] The MSA also states that Sisense will not be liable for any liability, cost or claim arising directly from the customer’s failure to update the Product to the latest Version, and that the IP indemnity does not cover continued use of a prior Version after an Update is available.[1]
Warranty, indemnity and liability
Sisense warrants that during the Subscription Period the Product will substantially conform in all material respects with the Documentation, and its remedy is repair or replacement or termination of the licence with a refund of fees for the remainder of the term.[1] It indemnifies the customer for third-party intellectual property infringement claims, subject to exclusions for use outside the Agreement, unapproved modifications and combinations, and use of prior Versions. Each party’s aggregate liability is capped at payments for the applicable Product or services in the 12 months before the event, with exceptions that include gross negligence, wilful misconduct, breach of confidentiality, the customer’s breach of Sisense’s intellectual property rights, payment obligations and the indemnities.[1]
Data, AI and third-party software
Sisense processes Customer Data as a data processor under its Data Processing Addendum, and as between the parties Customer Data is the customer’s property.[1] Sisense may use data derived from the customer’s use of the Product to create aggregated statistics and for marketing and analysis, provided the data contains no Personal Data and does not identify the customer.[1] AI Functions, Generative AI Services and Third-Party Software, including marketplace add-ons, have their own clauses described in Sisense Fusion Embed and Compose SDK licensing.
Governing law
The Sales Order names the Sisense entity that is the contracting party, and that entity determines governing law and venue. New York law and courts apply for Sisense Ltd, Sisense, Inc. and Sisense SF, Inc.; England and Wales for Sisense UK Limited; Japanese law and the Tokyo District Court for Sisense Japan K.K.; and the law and courts of Victoria, Australia for Sisense Australia Pty Ltd, which is also subject to additional Australian legal terms. Sisense may seek preliminary injunctive relief for breach of its intellectual property rights in any jurisdiction and court, and the UN Convention on Contracts for the International Sale of Goods is excluded.[1]
Out of scope
This article does not assess enforceability, and it does not cover the Data Processing Addendum, Professional Services Addendum, Sisense’s Terms of Use or Australia-specific terms, which are separate documents linked from sisense.com.