Terms and Conditions

Contracting with Celonis

What is the Execution Management System?

Eliminate inefficiencies

The only thing growing faster than enterprise transformation investments are the hidden inefficiencies inside your company, silently killing your performance and the planet.  Our Execution Management System x-rays your processes, reveals the inefficiencies and unlocks your performance.

When Celonis released the 2021 State of Business Execution Benchmark Report, it validated the financial benefits of applying data and intelligence to business execution. The benchmark reported that data-driven execution can free up as much as $567 million in working capital and $105 million in cost savings for the average $5 billion dollar revenue company.

Execution Management

Celonis provides an out-of-the-box, SaaS-based offering called the Execution Management System that leverages process mining technology to visualize and analyze processes of your choosing. You decide which source systems to connect to the EMS, where the event logs are analyzed. Your process is then visualized, and pre-built intelligent analyses help you drill down to the root causes of inefficiencies. By bringing together process analytics, AI and automation, we help companies achieve execution capacity breakthroughs.

Multi-tenancy

A one-to-many platform means the support terms, service levels, product metrics, features and functions apply equally to all our customers.

Professional Services 

Celonis offers implementation and configuration services for EMS and charges on a Time and Materials basis only, meaning you only pay for the time that you use. Our Services are consultative in nature and therefore we do not create any customized software or develop any IP.

Subscription Bundle

Unlike legacy software where you pay a license fee and additional fees for upgrades, maintenance, and support, a Celonis subscription includes the software as well as support, updates, and upgrades throughout the subscription term. Like all subscription-based purchases, refunds, reduction of subscriptions, or cancellations are not possible during a committed term. Technical controls in our products protect against overuse, making compliance a built-in feature.

What is a TermScout Certified™ Contract?

TermScout is a contract review platform that enables law firms, corporations, and investment firms to gain insights into contracts. TermScout helps close deals 3x faster by dramatically reducing friction in contract negotiations. 

Using a combination of artificial intelligence (AI) technology and experienced legal professionals, TermScout analyzed over 750 data points in the Celonis MSA and benchmarked the terms against more than 1,500+ similar vendor contracts.  After an extensive quality control review from a committee of human experts, the Celonis MSA received a rating of 70% Customer Favorable, putting Celonis in the Top 10% in overall favorability ratings globally.

That’s right.  Our MSA is more favorable to You than 90% of all vendor contracts.

In addition, we were given a 100% score against “Buy-side Deal Breakers,” with zero issues failing to meet the acceptability criteria.  The MSA complies with 82% of the World Commerce & Contracting Principles and was assessed to have a “High Clarity” of contract language.

This achievement underscores our commitment to providing you with a first-rate contracting experience that will expedite your digital transformation initiatives and foster process excellence in your procurement motion.  We look forward to partnering with you to unlock new levels of performance in your business.

But you don’t have to take our word for it.  See here for TermScout’s independent assessment of our contract.

Why is it more efficient to use the Celonis MSA?

Our agreements are designed to reflect the software and services we provide to a global base of customers. Conversely, your procurement templates are likely intended for use in many different purchasing environments, and therefore have a number of provisions that are not applicable to our unique offering. 

These might include:

• Acceptance testing

• Extensive warranties

• Source code escrow

• Licensing terms and restrictions

• Custom software development

• Delivery logistics

• Hardware or the physical installation of hardware, equipment, etc.

• Termination for convenience

• Change of control clauses

• IP ownership/work-for-hire clauses or

• Disaster recovery and business continuity

Because we find these provisions are common in traditional procurement contracts, it is virtually certain we will have major changes to your agreement, requiring multiple layers of approvals (on both sides) and lengthy, repetitive drafting cycles (only to end up with a document that reflects our services anyway). On the other hand, any changes to Celonis paper will be targeted to meet your individual business requirements (eg. regulatory, security or industry-specific prerequisites) while keeping the underlying business model intact. Using our templates, we average a nearly 300% reduction in time-to-close. 

What does Celonis do with our data?

Privacy by Design

Celonis is committed to creating customers for life.  Earning the generational trust of the world’s data users requires a relentless focus on the customer experience, a fundamental component of which is protecting Your data.  We strongly believe in the importance of handling personal data in a way that is both thoughtful and comprehensive and are fully committed to working with you to make sure security and privacy come first.

Security First

We do our part by building  protections into every layer of  the platform. Then, we give you unparalleled control with customizable security controls to meet your needs and standards. Explore the resources available in our Trust Center to learn how security and privacy is built into everything We do.

Data Access

Each customer is provisioned with their own environment and has complete administrative control. This means you control credentials as well as what data is uploaded. Celonis does not have any data that is not already in your source systems; however, you can still access and export your data at any time. Celonis provides anonymization tools as well as the ability to customize what your users can view. And because we analyze event logs and metadata, EMS does not require any sensitive personal data to operate at its full capacity. 

Why can’t Celonis agree to our security and privacy documents?

Our security controls and privacy standards are drafted and implemented by design to best protect our platform and your data.  We leverage security industry best practices as outlined in our Information Security Annex to allow you to stay focused on your business while we protect your information.  

As an off-the-shelf solution, we provide the same security service to all our customers and it is not possible to tailor specific features or include additional requirements in our software for a particular customer.  As such, we cannot contractually commit to an individual customer’s security and privacy requirements, as those may not be consistent with our documented and tested operational procedures.  We are committed to full transparency regarding our security and privacy standards and you can view Our current list of certifications and compliance status at http://trust.celonis.com/.

Is Support provided as part of our Subscription?

Yes!  Every subscription of EMS includes support and maintenance as outlined in the Support Services Description.  Our Celopeers community and Support Center are also available throughout your digital transformation journey.

Is there any acceptance period?

Acceptance testing is not applicable for Celonis products. We provide packaged, tested, out-of-the-box solutions and provide our customers the opportunity to evaluate our solutions during a free trial period, if requested. We additionally provide a warranty in our standard language (section 10 of the MSA) that protects you in the event that the software does not function as described in the documentation, but the concept of a post-purchase acceptance period is not relevant for our services.

What are the Celonis values?

Our culture and values reflect what’s most important to us as a company and guide our determination to Do The Right Thing every day.  It’s the Celonis Way, and our Core Values help us get there:

• Live for Customer Value

• The Best Team Wins

• We Own It

• Earth is Our Future

• FISA: Focus, Invent, Simplify, Act

See our Legal, Ethics and Compliance page to learn more about our commitment to integrity, to find our Code of Conduct and Ethics, or to report an issue to our Ethics Helpline.

Does Celonis have audit rights?

Technical features in our product(s) meter your consumption to ensure that the limitations agreed in your order are reflective of your actual business needs. 

We may also periodically ask you to provide records and other information related to your use of our services to validate that your contractual entitlements are sufficient and to reconcile any overuse.  Any information we collect as part of a records request will be used solely for the purpose of assessing compliance with the terms of the agreement.

What liability does Celonis assume?

Celonis accepts unlimited liability for any direct damages resulting from our fraud, gross negligence, willful misconduct, or negligence causing death or personal injury.  We will additionally defend you on an unlimited basis against any claims that our services infringe a third party’s intellectual property rights and take on unlimited liability for direct damages associated with any infringement.  

For other categories of risk, our liability is capped in proportion to the amount of fees paid for the services as a matter of foundational policy.  This type of cap is in line with standard market practice and is a key factor in ensuring the stability and longevity of our business.  By effectively managing risk as we scale, we provide our customers with a long-term, stable software partner and a company with the resources to invest heavily in its application and support infrastructure.   We couldn’t create generational trust with all our customers if a single contract could pose an existential threat to our business. 

How can we cancel our subscription?

Once you purchase a subscription, it is non-cancelable and non-refundable.  This is because as soon as you make a purchase, we allocate all the necessary infrastructure, hosting, engineering, value and operational resources required to support your instance of EMS throughout the subscription term.  We invest in these resources upfront in reliance on your commitment to the full subscription term and find that customers who commit to longer subscription terms are more successful at implementing meaningful organizational change and – as a result – at unlocking more capacity in their business. If you purchase a multi-year subscription, you will also benefit from predictable, favorable pricing. You can opt out of any subscription autorenewal by providing us notice at least thirty (30) days’ prior to the end of your subscription.

Of course, you may always terminate your subscription for our material, uncured breach or for legal cause.  However,  like all subscription-based software providers, we cannot allow termination for convenience.

What happens when our subscription expires? 

At the end of your subscription term, you will no longer be able to access EMS.  However, any files and/or images you exported, printed, downloaded and/or extracted from EMS during the subscription period are yours to keep.  

Your data is always available for export or download during the subscription and will be removed from our systems within 30 days of the term expiration unless we have a separate arrangement with you.  Bear in mind that we never have any data that is not also in your source system; EMS creates a digital twin and is not extracting data from your source.  Celonis is not a data storage product and we rely on our customers to put in place adequate data hygiene and backup procedures taking into consideration the sensitivity of the information uploaded to EMS.

What are Celonis’ Purchase Order Requirements?

In order to streamline our processing of your order, please ensure that the following items are clearly referenced on your Purchase Order.

Where your Purchase Order does not include the required information there may be a delay in processing your order - in some cases we may either need further documentation to provide the missing information, or we may require you to reissue a corrected Purchase Order.

If you have any concerns, or if you wish to check any of the Purchase Order content prior to issuing, please don’t hesitate to contact orders@celonis.com for further support.

How do I integrate with your e-signature process?

What’s new in the MSA?

Like all companies, Celonis updates its agreements from time-to-time to align with industry standards and stay competitive in the market, to react to legal developments affecting our business, and to address emerging pricing models, product changes and go-to-market motions.  In our latest update, we removed duplicative or unnecessary language and clarified some of the obligations and restrictions: 

• As part of our continued commitment to transparency and data protection, we added a reference to our Information Security Annex;

• To accommodate circumstances where we make APIs available to you, we added our API Fair Use Policy;

• We revisited frequently-negotiated clauses to offer more balanced, industry-aligned terms, securing a 70% Customer-Favorable Rating from TermScout. 

• To support evolving business needs, we included pricing-model related changes;

• To underscore our strong ethical culture, we added a mutual obligation to comply with a code of business conduct; and 

• We accommodated beta program participation.

The above list is non-exhaustive and we have made other changes since our last version.  Please review the MSA in its entirety and reach out to your account executive if you have any questions.

What’s new in the DPA?

“Trust takes years to build, seconds to break and forever to repair.”

We strongly believe in the importance of handling Personal Data in a thoughtful way and in line with applicable data privacy and data protection regulations.  For Celonis, coming of age as a German company meant that the principles embodied under GDPR were woven into the very fabric of our character.  But as our company grows and evolves, so does our approach to handling Personal Data.  We recognize that as our operations expand into new geographies, so do our privacy obligations.  

Our updated DPA takes into account variations between privacy regulations around the world and supports your global governance objectives.  With updated definitions that map to emerging privacy requirements in the United States, Japan, Brazil and APAC, our DPA now better serves the needs of our growing global customer base.