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Section 6.1 and 11.3 establish that all fees paid are non-refundable, that minimum commitment amounts on Order Forms are non-cancellable, and that upon termination for any reason other than Customer termination for cause, all unpaid minimum commitment amounts become immediately due.
This analysis describes what OpenAI'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 creates fixed financial obligations tied to minimum commitment amounts that survive termination unless Customer terminates for cause, meaning early termination or agreement termination by OpenAI for breach accelerates the full remaining minimum commitment balance.
The agreement establishes that fees paid are non-refundable and that minimum commitment amounts are non-cancellable except as required by law. If the agreement terminates for any reason other than Customer termination for cause, all unpaid minimum commitment amounts become immediately due and payable.
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"Fees are non-refundable except as required by law or as otherwise specifically permitted in the Agreement. If Customer's Order Form includes a minimum commitment, the minimum commitment amount is non-cancellable except as required by law or as otherwise specifically permitted in the Agreement. ... except for a termination by Customer for cause, if this Agreement terminates any unpaid minimum commitment amounts set forth on the Order form will become immediately due.Excerpt from OpenAI's Business Terms
1. REGULATORY LANDSCAPE: Non-refundable fee and non-cancellable commitment clauses in B2B SaaS agreements are generally enforceable under U.S. contract law, though applicable state law may impose limitations in specific circumstances. EU consumer protection law does not typically apply to B2B agreements, though certain member state commercial law provisions may impose reasonableness requirements. The FTC Act's prohibition on unfair or deceptive practices is generally less applicable in sophisticated B2B contracting contexts. 2. GOVERNANCE EXPOSURE: Medium. The acceleration of unpaid minimum commitments upon non-cause termination creates a contingent financial liability that should be disclosed in financial planning and vendor risk assessments. Organizations with multi-year Order Forms should model the total minimum commitment exposure prior to execution. 3. JURISDICTION FLAGS: Customers in EU member states should assess whether any applicable national commercial law imposes restrictions on penalty or acceleration clauses in standard-form commercial agreements. California law generally enforces liquidated damages clauses if they represent a reasonable estimate of damages at the time of contracting. 4. CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should treat minimum commitment amounts as fixed financial obligations in vendor risk assessments and ensure finance teams account for the acceleration provision in budget planning. The 30-day non-renewal notice requirement should be calendared to avoid inadvertent renewal and extension of minimum commitment obligations. 5. COMPLIANCE CONSIDERATIONS: Contract management systems should flag minimum commitment amounts, renewal dates, and the 30-day non-renewal notice window. Legal teams should review whether the acceleration of unpaid minimums constitutes an enforceable liquidated damages clause under applicable law in the Customer's jurisdiction.
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This provision creates fixed financial obligations tied to minimum commitment amounts that survive termination unless Customer terminates for cause, meaning early termination or agreement termination by OpenAI for breach accelerates the full remaining minimum commitment balance.
The agreement establishes that fees paid are non-refundable and that minimum commitment amounts are non-cancellable except as required by law. If the agreement terminates for any reason other than Customer termination for cause, all unpaid minimum commitment amounts become immediately due and payable.
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