Get the weekly research letter
Companies change their terms quietly. We read every version and catch what actually changed. One email a week on the changes that matter and what they mean. No account.
The agreement states that minimum fee commitments in Service Orders are based on the service tier purchased rather than actual usage, are non-cancelable during the term, and are not refundable except in the limited termination scenarios described in section 3.2.
This analysis describes what Modal'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 Customers are financially obligated for the full committed service term and amount regardless of whether they use the Service, creating a fixed cost exposure that does not vary with actual consumption. The only exception pathways are those described in the termination section, which require material breach or specified insolvency events.
Under this clause, Customers who commit to a Service Order minimum are obligated to pay the full committed amount even if their actual usage is lower, and cannot reduce that commitment during the term. The agreement permits fee refunds only in the narrow circumstances described in section 3.2.
Cross-platform context
See how other platforms handle Non-Refundable, Non-Cancelable Minimum Commitments and similar clauses.
Compare across platforms →Monitoring
Modal has changed this document before.
Receive same-day alerts, structured change summaries, and monitoring for up to 25 platforms.
"Minimum commitments as set forth in Service Orders are: (a) based on the Service purchased and not actual usage; (b) non-cancelable except as described in section 3.2 below; and (c) cannot be decreased during the specified term set forth in such Service Order. Fees are not refundable, except as described in section 3.2 below.Excerpt from Modal's Terms of Service
(1) REGULATORY LANDSCAPE: This provision is primarily a commercial contract term and does not directly implicate data protection regulations. US state consumer protection statutes and the FTC Act's prohibition on unfair or deceptive practices may be relevant where the fee structure is not adequately disclosed at point of contract formation, though the agreement's explicit disclosure of non-cancelability and non-refundability reduces that risk. State AG consumer protection frameworks may apply depending on Customer jurisdiction. (2) GOVERNANCE EXPOSURE: Medium. The non-cancelable, usage-independent commitment structure creates fixed financial exposure for Customers who overestimate usage or change operational requirements during the term. The provision's interaction with the termination clause (section 3.2) means the exit conditions for fee relief are limited to material breach and insolvency, not convenience or changed circumstances. (3) JURISDICTION FLAGS: US-based Customers, particularly those in California, should evaluate whether their own procurement and contract approval processes require specific disclosures or board authorization for multi-period non-cancelable commitments. Enterprise Customers in regulated industries (financial services, healthcare) may have internal governance requirements around non-cancelable vendor commitments. (4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should confirm that Service Order minimum commitment amounts and terms are explicitly negotiated and approved before execution, as the agreement states that minimums are based on the service purchased rather than usage. The provision that future renewals may be conditioned on shorter payment terms following late payment should be noted in vendor risk assessments. (5) COMPLIANCE CONSIDERATIONS: Finance and procurement teams should map Service Order commitment periods against budget cycles and operational plans. Legal teams should confirm that the section 3.2 termination-for-breach mechanism is understood as the primary fee relief pathway and that its 30-day cure period and notice requirements are incorporated into contract management workflows.
Full institutional analysis
Regulatory citations, enforcement risk, and due diligence action items.
Monitor: same-day alerts on the platforms you choose. Analyst: full institutional analysis.
Compliance Governance Intelligence
Need to monitor specific governance provisions?
Compliance includes provision-level monitoring, governance timelines, regulatory mapping, and audit-ready analysis.
Built from archived source documents, structured governance mappings, and historical version tracking.
This provision establishes that Customers are financially obligated for the full committed service term and amount regardless of whether they use the Service, creating a fixed cost exposure that does not vary with actual consumption. The only exception pathways are those described in the termination section, which require material breach or specified insolvency events.
Under this clause, Customers who commit to a Service Order minimum are obligated to pay the full committed amount even if their actual usage is lower, and cannot reduce that commitment during the term. The agreement permits fee refunds only in the narrow circumstances described in section 3.2.
No. ConductAtlas is an independent monitoring service. We are not affiliated with, endorsed by, or sponsored by Modal.