The thinkcell Software License Agreement (SLA) is the standard contract for the thinkcell add-in for PowerPoint and Excel. The version reviewed here is dated March 01, 2026.[1] It names three roles. think-cell Software GmbH is the “Provider” that grants the licence. think-cell Operations GmbH makes the software available through the customer portal and operates it technically. The customer named in the Order is the “Licensee”.[1] The agreement is formed in one of two ways: through an online order on the portal that thinkcell accepts, or through another accepted channel such as e-mail. That Order, together with the published Terms, forms the “Agreement”. Where the two conflict, the Order prevails.[1] The SLA describes its subject as “the provision of the Software for a certain period of time” in exchange for the licence fee, not a sale of copies.[1] This matches the vendor’s description of its model as “essentially an annual leasing agreement”.[2]
Editions
The SLA does not name packages. It defines “Software” broadly: instructions and data, components, audiovisual content, related materials, the license keys and a user manual.[1] The packages (Essentials, Suite, AI Suite and AI Suite Plus) are described in thinkcell packages, pricing and ordering. AI features need the separate AI Service Agreement in addition to the SLA.[5]
Metrics
The only metric is the User, defined in s.3.3. It is “the total number of individual users that have been granted access to the Software at any time during the Term”. This total may not exceed the number of Users in the Order by more than 5%. The SLA calls that limit the “License Scope”.[1] Catalog: User; License Scope allows 5% above the ordered Users.
Three features of this definition matter for an effective licence position:
- It is cumulative. Anyone granted access at any point in the Term counts. Peak or concurrent use is irrelevant.
- It counts access granted, not installations. Who may reach the software decides the count, so access control is part of compliance.
- It has a 5% tolerance. Up to 5% above the Order is within scope. Beyond that the Licensee should place an “Additional Order” through the portal or by other means.[1]
Counting / floors
Replacements (s.3.4). A User may be replaced permanently, or for an indefinite or considerable period of at least three months, by another User. Examples are termination, transfer, parental leave or sickness. If the two never have overlapping access, they count as one User.[1] Catalog: A replaced user counts once.
Affiliates (s.3.5). The Licensee may sublicense the software to its Affiliates, and to the Affiliates of its End Customer if it acts as a reseller. The License Scope applies to the aggregate use of the whole group.[1] Catalog: Affiliates share one License Scope.
Fees (s.4). The Licensee pays the Fee in the Order or Additional Order. Unless the Order says otherwise, a Term that starts in the first 15 days of a calendar month counts half of that month. A Term that starts later does not count the first month at all. The same rule applies to Additional Orders and Overusage Fees.[1] Invoices are payable within ten days, in advance for the whole Term. If payment is more than two weeks late, thinkcell may suspend use and, after a grace period, terminate.[1] Catalog: Pro-rata rule for the first calendar month; Fees payable in advance within ten days.
Overusage (s.3.6 and s.4.2)
| Step | What the SLA says |
|---|---|
| Detection | Excess over the License Scope “is determined by Provider by the use of Globally Unique Identifiers”.[1] |
| Notice and cooperation | thinkcell notifies the Licensee, which must cooperate and answer questions immediately.[1] |
| Fee | thinkcell may demand an appropriate Overusage Fee.[1] |
| Estimate | thinkcell may estimate the excess Users “using reasonable discretion and good faith”. It takes into account the GUID count compared with the License Scope.[1] |
| Rebuttal | Within two weeks of the estimate, the Licensee may prove that the actual number of Users is significantly lower or within scope.[1] |
| Invoice | Without a timely Additional Order, the Licensee receives an invoice for the Overusage.[1] |
The GUID is not a user identity. The deployment guide describes it as a random string that is created when someone uses thinkcell for the first time on a machine and stored with that user’s settings.[3] A reimaged laptop, a new virtual desktop or a second machine can therefore each add a GUID for the same person. That is why the two-week rebuttal window matters. The Licensee needs records of who was granted access, and when, to answer an estimate. Catalog: Overusage is measured by GUIDs and may be estimated; Overusage is invoiced.
Virtualization & partitioning
The SLA has no clause on virtualization, servers or partitioning. Virtual and terminal-server use follows from the User metric: whoever is granted access counts. The ordering FAQ confirms that each individual user on Citrix or other server-based installations must be licensed, and that no concurrent or server licences exist.[2] See thinkcell license keys, deployment and compliance for the access controls the vendor recommends.
Cloud / BYOL
Section 9 describes the software as an on-premises add-in that runs only inside PowerPoint and Excel. It does not need a cloud or a data centre, and thinkcell cannot access the Licensee’s data through it. thinkcell therefore says it is not a data processor and that a GDPR Art. 28 agreement does not apply.[1] The AI service is contracted separately.[5]
Programs
Royalty-free versions (s.11). thinkcell may provide royalty-free versions, for example an Academic License or a Trial License. For these the fee and warranty clauses do not apply, and liability is limited to intent and gross negligence.[1] An Academic License may not be used by third parties or commercially outside academic use. It ends automatically six months after the licensee’s studies end. A Trial License ends 30 days after it starts.[1] Universities and nonprofits use a separate Academic/Nonprofit SLA, which is a signed agreement with its own conditions.[4] Catalog: Academic License ends six months after studies; trial after 30 days; Academic licences: no commercial or third-party use.
Resellers (s.3.3). A reseller that buys the software becomes the Licensee. It may grant its End Customer and that customer’s users the right to use the software, and it must agree the SLA terms with the End Customer.[1]
Use rights and restrictions
Grant (s.3.1). The licence is worldwide, non-exclusive, non-transferable, sublicensable only as s.3.3 allows, revocable and limited to the Term.[1]
Who may use it (s.3.3). The Licensee may let its directors and employees use the software. A reseller may also let its End Customer and that customer’s users do so.[1] The text does not name contractors or consultants as permitted users.
Purpose (s.3.7). Use is limited to designing PowerPoint slides for the Licensee. The Licensee must protect the software with state-of-the-art security measures.[1]
Prohibited uses (s.3.8). The Licensee and its Users may not:
- use the software for personal purposes;
- resell, lease, lend or transfer it without written consent;
- disclose the Key or let non-Users access the software;
- modify, reverse engineer or copy it beyond what operation requires;
- use it to develop a competing product, or to train or fine-tune any AI/ML model;
- disable or circumvent any licence management or security mechanism;
- provide data processing or batch processing services to others;
- remove proprietary notices.[1]
German statutory rights to decompile for interoperability remain unaffected (s.3.9).[1] Catalog: Use only to design PowerPoint slides for the Licensee; The license key may not be shared outside the Users; No circumvention, service bureau or AI training use.
Responsibility (s.3.10). The Licensee must bind its Affiliates and Users to the Agreement. It is liable for their breaches and must report infringements immediately.[1]
Term, termination and expiry
The Agreement starts when the Key is delivered. It runs until the Key expires as set in the Order, or until it is terminated.[1] Ordinary termination is excluded, so neither side can exit early for convenience. thinkcell may terminate without notice for good cause. Examples are a breach of the use restrictions, a breach of export law, non-payment after the grace period, or misuse of a royalty-free version. In those cases no fees are refunded.[1] At termination or expiry, all licences end. The Licensee, its Users and Affiliates must destroy all copies and Keys, and must certify this in writing if thinkcell asks.[1] Continued use after the end gives no rights unless approved in writing.[1] Catalog: Term runs from key delivery to key expiry; Destroy copies and keys at expiry.
Audits (s.8)
On request, the Licensee must let thinkcell, its Affiliates or third parties it authorises verify, within a reasonable period, that use is within the License Scope in both quality and quantity. To do so the Licensee provides information, gives access to documents and records, and lets thinkcell or an auditor check the hardware and software environment. The auditor must be one designated by thinkcell and acceptable to the Licensee.[1] If the review finds more use than the licences cover, or any other non-compliant use, the Licensee bears the audit costs.[1] The clause sets no notice period, no frequency limit and no materiality threshold. Catalog: Audit right with costs on the Licensee if non-compliant. See software license audit.
Liability, changes and other terms
- Liability (s.6.3). For slight negligence, liability is limited to foreseeable, typical damage. The cap is five times the annual licence fee or EUR 50,000 per case, whichever is lower, and EUR 100,000 in aggregate.[1]
- Limitation period (s.7). Claims against thinkcell become time-barred after one year, with statutory exceptions.[1]
- References (s.10). thinkcell may name the Licensee, including its logo, as a reference customer during the Term.[1]
- Changes (s.15). thinkcell may change the Terms where the change is reasonable and does not affect essential obligations. Changes are deemed accepted unless the Licensee objects within four weeks of the notice. If the Licensee objects, thinkcell may terminate and refund the rest of the Term pro rata.[1] Catalog: Changes to the terms deemed accepted after four weeks.
- Assignment (s.16.9). Neither party may assign the Agreement without the other’s prior written consent.[1] Catalog: Assignment needs consent.
- Law and venue (s.16.4 and 16.5). German law applies, and the exclusive venue is Berlin-Mitte. The Licensee’s own purchasing terms are excluded (s.16.1).[1]
Out of scope
- The AI Service Agreement and the DPA for AI services. See thinkcell AI Service Agreement and Assist.
- Negotiated enterprise or reseller agreements, which may change any clause above. The SLA gives the Order precedence.[1]
- Earlier SLA versions.