Get to Know the OutSystems Master Subscription Agreement

Updated: Tuesday, December 6, 2022 - 09:00 GMT

The OutSystems team is thrilled that we will soon welcome you as a new customer! We are providing this overview to you, the Procurement and/or Legal team responsible for reviewing the terms of your organization’s OutSystems purchase, in order to proactively address the most frequently asked questions about our Master Subscription Agreement (MSA). This will enable your business teams to get up and running quickly on the OutSystems platform and rapidly build and deploy their own business-critical applications.

Our MSA is a framework agreement that governs the general terms of our relationship, and it covers both software licenses and professional services. This means the MSA will apply to all your purchases from OutSystems both now and in the future. For example, if right now you are only purchasing a software license but not professional services, you can add services later on without having to sign a new agreement. For each purchase, we will issue a Quote that contains specific additional terms and conditions that only apply to that specific purchase.

This document is not part of the MSA and is provided for clarity and informational purposes only. This document will not be signed by you nor incorporated into the final order package.

What are you purchasing from OutSystems?
Why is it smoother and faster to review OutSystems’ MSA as compared to other template agreements?
Will you have access to upgrades that are released after you have purchased a subscription?
Will you have Support and Service Level Agreements during the subscription term?
Does OutSystems comply with strict standards regarding the protection of your data?
Why is it not possible for OutSystems to attach your security and privacy documents to the MSA?
Do you have audit rights on OutSystems?
What warranties does OutSystems provide and what liability does OutSystems assume?
How can you terminate the subscriptions you purchased?
Can you keep using the applications you built on our platform once your subscription has ended?

What are you purchasing from OutSystems?

You can purchase (i) a license to use the OutSystems platform to develop applications, (ii) professional services to help you develop those applications, or (iii) both a license and services. We ensure that our solutions are secure, resilient, cloud-ready, and built to scale. OutSystems is a modern platform that makes it fast and easy to develop applications that transform customer experiences, deliver workplace innovation, automate processes, and modernize mission-critical systems. The applications are developed by you, and all of the content and data in the applications come from you. You decide what applications you want to build and, therefore, you are the owner and responsible legally for the applications and their operation.

If you would like to know more about us, please visit OutSystems website.

Why is it smoother and faster to review OutSystems’ MSA as compared to other template agreements?

Most of our customers’ templates are drafted for the provision of general services or for the provision of tangible goods that are different from what OutSystems provides. These templates often require extensive redlining as they are drafted for all kinds of purchases, such as computer hardware or off-the-shelf software. Our experience is that negotiating a customer’s template vendor agreement takes meaningfully more time than using our MSA because there are often terms and conditions that need to be either added or removed in order for the customer’s template to accurately reflect OutSystems’ specific products and services and considerations that arise therefrom.

OutSystems’ MSA is a customer-friendly and fairly-written agreement that reflects extensive research into market-standard contracting terms for our type of software. It has been carefully tailored for what OutSystems provides, covering all terms and conditions necessary for the correct usage of both our software and professional services. It also proactively reflects the most common requests we have received from our customers over time.

Will you have access to upgrades that are released after you have purchased a subscription?

Yes. OutSystems’ products are constantly improving, and new upgrades are likely to be released after you have purchased a subscription. As per section 2.3 of the MSA, if a new upgrade is released during your subscription term and you are up to date with payments terms, all upgrades will be made available to you free of any additional cost. If you deploy our software on your premises and the software version is an old one, the upgrades might be necessary for you to keep using the subscription without any bugs. If your subscription is hosted on our cloud, we can upgrade the software on your behalf.

Will you have Support and Service Level Agreements during the subscription term?

Yes, OutSystems provides different levels of support and service level agreements. You can purchase the level that fits your needs, depending on the availability and service credits you would like to have during your subscription term. Support terms are not negotiable because they reflect the standard operating principles we use to service all of our customers, according to the support levels purchased.

Does OutSystems comply with strict standards regarding the protection of your data?

All web and mobile applications built using OutSystems are protected by default from top security threats. OutSystems’ platform is designed to secure applications as it (i) automatically incorporates the latest security features into all your applications; (ii) encrypts data at rest or integrating with identity management systems; and (iii) includes role-based access to ensure only the right team members have access to change and deploy applications. We provide a dedicated computer security incident response team for managing security threats 24/7 and proactively monitor reputable industry sources for newly-discovered security vulnerabilities.

Regarding personal data, OutSystems acts as the data processor of your personal data if your subscription is hosted on our cloud. We only have access to and process the personal data that you provide to us. This means that you are in control of what personal data is processed by OutSystems, since you have the power to decide which personal data (if any) your applications will collect. We have a very standard Data Processing Agreement (DPA) that establishes the rules under which OutSystems processes personal data. It deals with the product and services provided by OutSystems and is part of the MSA. We use appropriate technical, organizational, and administrative security measures to protect the personal data we process on your behalf against accidental or unlawful loss, misuse, unauthorized access, disclosure, alteration, and destruction.

OutSystems’ security measures are continually improved in line with technological developments. If you are interested, please click on the links to find more information about OutSystems’ security and OutSystems’ compliance.

Why is it not possible for OutSystems to attach your security and privacy documents to the MSA?

Our security controls and privacy standards are drafted and implemented by design to best protect our platform and your applications. We implement security industry standard best practices and manage security to allow you to focus primarily on your business while we protect your information and applications from threats. Security controls are applied in every layer to ensure that customer applications and data are isolated from those of other customers. Additionally, our data centers have multiple layers of operational and physical security to ensure the integrity and safety of our customers’ data. The data centers are managed and supported 24 hours a day, 7 days a week, 365 days a year.

OutSystems software is an off-the-shelf platform, so 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 provide full transparency and visibility regarding our security and privacy standards and you can request access in our Security Portal to all relevant certifications showing compliance with, among others, ISO 27001, ISO 22301, ISO 27017, ISO 27018, ISO 9001, and SOC 2 standards.

Do you have audit rights on OutSystems?

As stated above, OutSystems is audited on a regular basis by independent highly reputable audit companies worldwide, and all our customers are able to access our relevant certifications showing compliance with applicable legislation and the industry standards.

If you are a financial or insurance institution or a governmental entity, OutSystems allows audit rights under certain conditions. If you are not any of these companies, OutSystems does not allow audit rights unless such an audit request comes from your supervisory authority or a regulatory or judicial body. All audits must show compliance with OutSystems’ security standards to ensure we do not compromise the confidential information of OutSystems and of our customers.

What warranties does OutSystems provide and what liability does OutSystems assume?

OutSystems provides warranties to our customers covering the operation of our software in accordance with its documentation, the provision of support services in accordance with our Service Level Agreements, the correction of defects for professional services, and compliance with our security protocols.

We provide unlimited liability and will indemnify you for third party claims that our products or services infringes a copyright or patent. We also provide unlimited liability for any direct damages due to OutSystems’ fraud, gross negligence, or willful misconduct.

For other types of liability, it is a fundamental principle for OutSystems’ business operations that liability be capped in proportion to the amount of fees paid. Our liability cap is in line with standard market practice and reflects a fair risk/investment allocation to guarantee fair and proportionate liability for both parties. Although some customers want to remove this fundamental principle in order to have unlimited liability, this is not commercially viable for OutSystems given the scale of our operations. OutSystems has thousands of customers, and we are committed to supporting all of them for decades, as evidenced by the fact that we have been in business for over twenty years. Our company strives for long-term relationships and having unlimited liability with one customer could put our business at stake and jeopardize the relationship we have with all the remaining ones.

How can you terminate the subscriptions you purchased?

You can purchase either one-year or multi-year subscriptions; your decision is our commitment. Once you purchase a subscription, it is non-cancelable and non-refundable. This is because once you buy our product or services, we engage and allocate all the necessary resources to provide the computing, cloud, and operational resources needed to support you over the agreed term. We make those commitments upfront in reliance on your commitment to us for the full subscription term. Additionally, if you purchase a multi-year subscription, we may provide you with higher price discounts.

You can of course oppose the subscription auto renewal at any time by simply sending us an email informing us. Such notice must be sent at least 30 (thirty) days before the end date of your subscription.

You can terminate the subscription prior to its end date if we breach any warranty, material term, or covenant of the MSA and we fail to cure it, or if we become insolvent. We do not permit termination for convenience due to the reasons articulated above.

Can you keep using the applications you built on our platform once your subscription has ended?

If you are up to date with the payment terms regarding your current subscription and you inform us in writing before the termination date, you will be able to detach your applications from the OutSystems platform. The detachment consists of the extraction of the source code of your applications in a .NET format which allows the applications to be set up, executed and maintained independently of the OutSystems platform. You can learn more about the detachment of your applications here.