Thomson Reuters General Terms and Ordering Documents

The Thomson Reuters General Terms and Conditions are the master terms for most Thomson Reuters services and installed software sold in the United States. Version 5.1 (US) was last modified on 1 June 2025.^[1] They say that they govern the customer’s access to and use of Thomson Reuters Services, where “Services” means the cloud computing services, software-as-a-service, online research services, professional services and any products, including installed software, supplied under the Agreement and detailed in the Ordering Document.^[1] The terms are short enough to read in one sitting, and almost every licensing question about the vendor ends up in one of five sections: licences (2), use restrictions (3), charges (4), term (9) and general provisions (11).

Document set

An “Ordering Document” is an order form, order confirmation, statement of work, invoice, e-commerce confirmation or similar agreement issued by the Thomson Reuters entity that lists or describes the Services supplied.^[1] It identifies the Services, quantities, charges and other details, and may refer to and incorporate other documents.^[1] If the order allows affiliates to use the Services, the customer must make sure each affiliate complies with the terms that apply to the customer.^[1]

Which master terms apply depends on the product and on when the customer first licensed it. For UltraTax CS, firms that first licensed the application on or after 7 June 2017 accepted the Customer Agreement; firms that first licensed it earlier accepted the CS Professional Suite License Agreement.^[7]

Order of precedence

When the documents conflict, the General Terms set a fixed order: any applicable third-party provider terms, the Ordering Document, any applicable product-specific terms, any applicable additional terms for Services with generative AI skills, the General Terms, and then any remaining provisions.^[1] The older EULA version has a shorter order: third-party terms, the Ordering Document, then the remaining provisions.^[2] The Onvio terms use the same three-step order, with “additional terms we provide in the order form or at time of purchase” in the middle.^[3] In practice a negotiated Ordering Document overrides the General Terms, but cannot override third-party provider terms.

Licence grant

The Services licence is a non-exclusive, non-sublicensable, non-transferable right to access, view and use the Services solely for the customer’s own internal business purposes.^[1] A separate, parallel licence covers documentation where it is available.^[1] Installed software is licensed on the same basis; the customer may make necessary copies solely for backup and archival purposes, each copy remains Thomson Reuters property and must carry the original notices, and the software may be used only in object code format.^[1] The Onvio terms add that software licences include updates (bug fixes, patches, maintenance releases) but not upgrades or APIs unless expressly stated, and that additional terms may set permitted installations, users, locations and operating environment.^[3] The General Terms similarly reserve the right to charge for upgrades and APIs and to subject some features to metering.^[1]

Hosted software under the Onvio terms may be used only for the customer’s own internal business purposes.^[3]

Use restrictions

Section 3(g) forbids using the Property, or permitting a third party to use it, beyond the scope of the access granted. Without limiting that, and unless the Agreement expressly allows it, the customer may not sell, license, sublicense, distribute, copy, modify or reverse engineer the Property, use it on a white-labelled basis or otherwise commercially exploit it, use it to develop or improve competing products or services, allow third parties to access, use or benefit from it, or use it to develop, train, adapt, fine-tune, modify or improve AI software.^[1] Section 3(f) separately requires prior written authorisation to run software or hardware against or as an overlay over the Services, to mine, scrape or automatically access the Property, or to connect it automatically to other data, software or networks.^[1]

The acceptable-use clause allows a customer to download and print limited extracts for internal business purposes and, on an infrequent, irregular and ad hoc basis, to distribute limited extracts, provided they have no commercial value, are not a substitute for the Services and credit Thomson Reuters and any third-party content provider.^[1] A firm in the business of providing audit, tax or accounting services or legal advice may use the Services to benefit its clients in the ordinary course of that business.^[1] Thomson Reuters may suspend or limit use without prior notice for a violation of the use-restriction or acceptable-use clauses, and while it investigates a suspected violation.^[1]

Passwords are individual. Access to some Services is password protected, passwords must be kept confidential and sharing them is strictly prohibited.^[1] For counting, this means that a shared team login would not be a compliant way to extend a single seat.

Charges, excess use and audit

Invoices are payable within 30 days, a $25 late fee applies to each invoice not paid by its due date, and invoice disputes must be raised within 15 days.^[1] Thomson Reuters may increase, or adjust the basis for calculating, charges from the start of each renewal term with at least 60 days’ written notice.^[1] Under the Onvio terms, the charges may change from the start of each renewal term on 30 days’ notice, and an annual adjustment above the greater of 5% or the consumer price index lets the customer terminate within 30 days of the notice.^[3]

Excess use is priced by the order. The customer must pay additional charges if it exceeds the scope of use specified in the Ordering Document, based on the Ordering Document rates or Thomson Reuters’ current standard pricing, whichever is greater; charges may change after a merger, acquisition or being acquired that results in additional access.^[1] Section 11(c) allows Thomson Reuters or its professional representatives to review compliance throughout the term, and if the review shows use beyond the authorised scope the customer pays all unpaid or underpaid charges.^[1] Liability is generally capped at the amount payable in the prior 12 months for the relevant Service, but the cap does not apply to violation of the section 3(g) use restrictions or to the obligation to pay charges and amounts for use above the permissions granted.^[1] Section 11(j) records that damages alone may not be an adequate remedy for breach of the use-restriction, acceptable-use or confidentiality sections, so a party may seek an injunction or specific performance.^[1]

Term, suspension and termination

The term is described in the Ordering Document. If not otherwise stated, the Agreement renews automatically each year unless either party gives at least 30 days’ written notice before the end of the current term.^[1] The Onvio terms use a one-year initial term from the day the product is made available, renewing for one-year periods unless a party gives at least 90 days’ notice.^[3] Thomson Reuters may suspend or limit use if required by a third-party provider, court or regulator, or if there has been or is likely to be a breach of security, of the Agreement or another agreement, or a violation of law or third-party rights; it notifies the customer first unless prohibited or unsafe, and charges remain payable during a suspension arising from the customer’s fault.^[1] On expiry or termination all licences end immediately and the customer must uninstall or destroy the Property.^[1] If Thomson Reuters suspends or terminates for reasons unrelated to the customer’s fault, the customer gets a pro rata refund of recurring charges paid in advance.^[1]

Purchases of desktop-based software products and Excel-based toolkits downloaded via Checkpoint or other media cannot be cancelled until after the initial or renewal term expires, according to the Tax & Accounting product-specific terms.^[5]

Changes to terms, assignment and trials

Thomson Reuters may modify the General Terms, product-specific terms and incorporated terms, including third-party provider terms, the Data Security Addendum and the Data Processing Addendum, by posting updated terms or notifying the customer through its account, a renewal notice or similar means; modified terms become effective 30 days after notice, and continued use means acceptance.^[1] Thomson Reuters may assign the Agreement to an affiliate, in connection with a sale of a division or Service, or a reorganisation or acquisition, while the customer needs consent, which may not be unreasonably withheld or delayed.^[1] Trials are subject to the General Terms, may be used only for evaluation, and data entered or customisations made during a trial may be permanently destroyed at its end.^[1]

Third-party provider terms

Services may include data and software from third parties, and some require Thomson Reuters to pass additional terms to the customer, which the customer agrees to comply with.^[1] The published index groups these by Refinitiv, Legal, Tax & Accounting and generative AI.^[4] The Tax & Accounting list covers products such as Checkpoint, CS Professional Suite, NetFirm, ONESOURCE, Onvio and Virtual Office, with entries including IFRS Foundation terms, QuickBooks Online integration terms and Microsoft end-user terms.^[6] These terms rank first in the order of precedence, which makes them the usual place where an unexpected restriction turns up.

Out of scope

This article follows the US General Terms. Thomson Reuters Risk (CLEAR) is sold under separate Master Terms and Schedules, and products sold in other countries may use different terms. The Data Processing Addendum and Data Security Addendum are incorporated by reference but are privacy and security documents, not licence documents.