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Once signed, Order Forms cannot be cancelled and fees already committed are non-refundable, unless the specific Order Form expressly provides otherwise. Annual fee increases at Renewal Term commencement are permitted up to the greater of 3% or the CPI increase.
This analysis describes what Heap's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision establishes that executed Order Forms create irrevocable payment commitments for the full term, absent specific Order Form carve-outs. The annual CPI-indexed fee adjustment mechanism means total fees payable over multi-year terms may increase beyond the initially contracted amount.
The agreement states that executed Order Forms are non-cancellable and non-refundable, creating a full-term payment obligation regardless of changes in business need. Fees may increase annually at each Renewal Term commencement by up to the greater of 3% or the CPI annual increase.
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"Once executed, Order Forms are non-cancellable and non-refundable except as expressly agreed in the relevant Order Form. Fees may be revised annually with effect from the start of each Renewal Term, such increase not to exceed the greater of 3% or the annual increase of the Consumer Price Index.Excerpt from Heap's Terms of Service
1) REGULATORY LANDSCAPE: Non-cancellable B2B software contracts are generally governed by contract law in the applicable jurisdiction. The governing law varies by Customer domicile per Section 11.11. In the EU, local commercial laws in certain member states may impose limitations on non-cancellable terms in certain contract categories, though SaaS enterprise agreements typically fall outside consumer protection frameworks. 2) GOVERNANCE EXPOSURE: Medium. The combination of non-cancellability, non-refundability, and CPI-indexed annual increases creates compounding financial exposure over multi-year terms. The Section 7.2 Termination for Cause provision provides a limited refund right only on proper and undisputed termination by Customer for Contentsquare's material breach, which requires a 30-day cure notice process. 3) JURISDICTION FLAGS: EU customers should review whether the applicable Local Addendum modifies the non-refundable terms. US customers in states with specific contract termination rights under commercial law should verify applicability. The CPI index used is not specified (US CPI, EU HICP, or other), which may create ambiguity in international contracts. 4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should confirm that Order Form commitment periods align with internal budget cycles and technology roadmaps before execution. Any negotiated cancellation rights or partial refund provisions must be expressly included in the Order Form to override the MSA default. The CPI reference index should be clarified in the Order Form to avoid future disputes. 5) COMPLIANCE CONSIDERATIONS: Finance and legal teams should model the maximum fee exposure over multi-year terms inclusive of the CPI adjustment cap. Contract review triggers should include verification that no early termination for convenience rights are required prior to execution. Budget owners should be advised that mid-term technology changes will not reduce payment obligations unless negotiated upfront.
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This provision establishes that executed Order Forms create irrevocable payment commitments for the full term, absent specific Order Form carve-outs. The annual CPI-indexed fee adjustment mechanism means total fees payable over multi-year terms may increase beyond the initially contracted amount.
The agreement states that executed Order Forms are non-cancellable and non-refundable, creating a full-term payment obligation regardless of changes in business need. Fees may increase annually at each Renewal Term commencement by up to the greater of 3% or the CPI annual increase.
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