“EULA’s and AUP’s and Hidden Terms …Oh My!” – Finding and Fixing ICT Online Terms
What do all the telcos including AT&T, Lumen and Verizon have in common? That’s right, they all rely on service guides and online terms. Not to be outdone, you’ll now also find these shadow provisions in your deals with Avaya, Cisco, Nice, Palo Alto, Z-Scaler…the list goes on.
In this 14-minute podcast, LB3 partners Laura McDonald and Deb Boehling join Tony Mangino to provide an update on the ever-changing world of service guides and online terms. Listen as Laura and Deb reveal key insights on how these online publications are making their way into most ICT deals in your enterprise, what to look out for and what you can actually do about it!
If you would like to learn more about our experience in this space, please visit our Network Services Transactions and Strategic Sourcing webpages.
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In today’s digital age, enterprises face significant challenges when negotiating and procuring ICT services, particularly with the pervasive nature of online terms and service guides. These terms, which originated with telco service guides in the early 2000s, have now infiltrated a wide range of ICT providers, from Avaya to Zscaler, including major players like Cisco, Genesys, NICE, and Palo Alto.
One of the primary issues with these online terms is their elusive nature. They are often difficult to locate, even for experienced professionals. A simple search on a vendor’s homepage is likely to lead to frustration. Instead, a more effective approach is to perform a web search using specific terms like “master agreement,” “service terms,” or “subscription agreement”. However, even when these terms are found, enterprises may already be bound by them simply by using the services, without any explicit agreement.
The content of these online terms varies between vendors but generally includes significant limitations on the customer’s use of the services and on the vendor’s liability. This is particularly true for evaluation or trial period services, where business units may sign up without initiating a formal procurement process, potentially placing the organization at risk.
To mitigate these risks, it is crucial for enterprises to be proactive. This includes stating upfront in contracts that no online terms apply, or if they must apply, ensuring that they are clearly defined and reviewed in advance. Additionally, enterprises should be vigilant about any supplementary online rates or fees that may modify the agreed pricing terms.
Another important consideration is the inclusion of protective clauses in contracts. These clauses can override non-negotiated terms with contract terms and prevent changes to online terms. Some vendors may allow for the terms to be “frozen” upon execution or a specific date, providing further protection for the enterprise.
In conclusion, while the pervasive nature of online terms in ICT services presents significant challenges, enterprises can navigate these challenges by being informed, proactive, and diligent in their contract negotiations. By doing so, they can better protect their interests and ensure that their ICT services are aligned with their organizational needs and policies.
