The Sitecore Master Subscription Terms and Conditions (MSTC) are a framework agreement under which Sitecore and a customer enter into Orders.[1] This article describes how the framework, the Order and its definitions, and the SaaS and Software addenda determine what a customer may use and what happens when it uses more.
Framework and order of precedence
An Order is an order form for one or more Sitecore Products and Services, separately executed by Sitecore and the customer, which states that it is governed by the MSTC and may incorporate exhibits with product-specific information.[1] Affiliates of the parties may operate under the MSTC by entering their own Orders, which then form a separate Agreement between those parties.[1] The Agreement Overview describes the three main documents (Order, MSTC, Data Processing Addendum) and notes that Order Definitions define the product components relevant to the licensing metrics.[2] Customers with a 2018 or 2019 Master Subscription Agreement may buy Cloud Products through a Cloud Addendum, and customers whose agreement predates 1 April 2024 need a Gen AI Activation Form to use Gen AI functionality.[2]
In a conflict the order of precedence is the DPA, the MSTC and then the Order, save that specific written exceptions in an Order that reference the overridden language prevail.[1] The Agreement is the entire agreement and replaces pre-contractual statements.[1] The FAQ confirms that an Order needs mutually agreed commercial terms and signature by both parties, so a purchase order sent by the customer does not constitute a binding Order.[3] These points are recorded in the framework program row.
Who may use the products
The MSTC states that Affiliates may use the products only where the Order says so, as part of the Permitted Usage or otherwise, and the customer remains liable for their acts.[1] Authorized Third Parties may help with access, implementation and use, provided that activity is for the direct benefit of the customer and not any third party, and within the scope of the customer’s own rights.[1] Each Order otherwise permits use only by the legal entity defined as the customer.[1] The MSTC prohibits reverse engineering, renting, leasing, lending, selling, assigning, licensing or otherwise transferring the products and creating derivative works, except as the Agreement or law allows.[1] The Permitted Usage is the usage stated for the product or Hosted Service in the Order.[1]
Addendum A grants, for SaaS Products, a non-exclusive, non-transferable, non-assignable, non-sublicensable licence to access the product and use the Documentation solely during the Subscription Term and solely for the Permitted Usage; use is subject to the Sitecore Usage Policy, and an Order may set further restrictions.[4] Hosted Services are granted on the same basis.[4] Installed Software is covered by Addendum B, described in the Software article.[5]
Entitlement and overage
The pricing clause is the central licensing mechanism. Fees are in the Order and payable net 30 days from a valid invoice unless the Order says otherwise.[1] With respect to a Sitecore Product or Hosted Service, unless Addendum B or the Order provides otherwise, if the customer exceeds its then-current Entitlement then, upon 15 days’ prior notification, it is automatically upgraded to the next applicable pricing tier and invoiced at Sitecore’s then-current retail prices for that tier.[1] For SaaS Products, to determine whether the Entitlement has been exceeded the customer must keep track of its usage and provide it on reasonable request; if it is not provided in time or Sitecore has reasonable grounds to question its accuracy, Sitecore may use an available market tool, at its own expense, to gather usage information.[1] Non-payment of a valid invoice can lead, after a 15-day reminder, to suspension or termination of the affected Order, and late amounts accrue interest at six percent a year or the legal maximum if lower.[1] The catalog records this as Automatic entitlement tier upgrade.
Order Definitions contain several rules that shape the numbers behind the Entitlement. Sitecore may update the Visit definition or tracking methodology for legitimate business or technical reasons, but any material change affecting billing must be communicated in writing at least 30 days in advance.[6] Customers owe no overage for Visits or Experience Interactions they can demonstrate were caused by a DDoS attack that lasted no more than 24 hours, provided industry-standard preventive measures were taken.[6] Product-by-product definitions are in the SitecoreAI and XM Cloud and other SaaS products articles.
Term, commitment and termination
The FAQ states that all Orders have a minimum commitment period built into the subscription term and cannot be terminated for convenience during that period, and that Sitecore’s prices are based on a committed term.[3] The Agreement or an Order may be terminated for cause: either party may terminate for a material breach not cured within 30 days of written notice or incapable of remedy, and for insolvency.[1] If Sitecore terminates for breach or insolvency the customer still owes accrued fees; if the customer terminates for Sitecore’s breach or insolvency Sitecore refunds the pro-rata prepaid fees.[1]
Sitecore may suspend a SaaS or Hosted Order on electronic notice if it reasonably believes the customer has materially violated the Usage Policy or is causing an actual or imminent risk to security or operations, and may terminate with no further right to cure if the customer does not cure or work to remediate within 10 days of notice.[4] After termination the customer must cease use of the SaaS Product, and Sitecore retains Customer Data for a 30-day Retrieval Period, assisting with reasonable retrieval requests and destroying data on request.[4] See Customer Data Retrieval Period.
Assignment requires written consent not unreasonably withheld, but the customer may assign the whole Agreement to a successor by merger, asset sale or stock sale on written notice if the assignment does not alter the scope and usage rights and the assignee assumes the obligations in writing.[1]
Liability and use outside scope
Each party’s aggregate liability is capped at the fees paid in the twelve months before the first incident, and indirect damages are excluded.[1] The exclusions and caps do not apply to indemnification obligations, to the customer’s violation of the Usage Policy, to use outside the scope of the licences or access rights granted, or to failure to pay fees.[1] This means that over-deployment beyond licence scope is outside the cap, which is relevant when assessing the exposure from an audit. The MSTC also provides an intellectual property indemnity from Sitecore for Indemnified Products, excluding claims arising from superseded versions, combinations, modifications, Gen AI Functionality and customer breach.[1]
Service levels
The SaaS SLA, version 1.7 dated April 2026, sets a Monthly Uptime Commitment of at least 99.90%, measured for each production environment.[7] Service Credits are 10% of Applicable Monthly Fees if uptime is below 99.90% but at least 98%, and 20% if below 98%; the Applicable Monthly Fees are the pro-rated fees for the Accrual Period divided by twelve.[7] The customer must claim by email citing the invoice within ten days of the end of the month or the credit is waived; the customer must be in compliance and current on payments; and credits are the sole and exclusive remedy, without refund.[7] Exclusions include downtime affecting only non-production environments, trial, preview, beta and proof-of-concept services, planned maintenance outside business hours notified 48 hours ahead, emergency maintenance up to four hours a month, customer negligence and force majeure.[7] Sitecore may update the SLA by posting it, provided it does not materially degrade the service levels, and the termination right in Addendum A applies if the uptime commitment materially decreases.[7][4] The FAQ says SLAs cannot be modified for individual customers.[3]
Out of scope
The Gen AI Addendum, Consulting and Training addenda, Addendum E (governing law and geo-specific terms), the Data Processing Addendum and the separate SLAs for SitecoreAI, Sitecore Send, Managed Cloud and EXM Delivery Cloud are not analysed here, nor are price lists, which are not public.