Key Clauses for Indirect Access in SAP Contracts

Key Clauses for Indirect Access in SAP Contracts

Indirect access is a hidden licensing trap in many SAP agreements – it refers to third-party systems or users indirectly using SAP data without a direct SAP login. Without specific contract clauses, companies can face surprise fees or audits for this indirect use.

This article outlines key contract clauses to negotiate, ensuring you cap costs and clearly define what counts as “use” in your SAP contract.

By proactively addressing indirect access in the contract, enterprises avoid unexpected bills and maintain control over their SAP licensing spend.

Why Indirect Access is a Hidden Licensing Trap

Indirect access refers to users or applications utilizing SAP’s software without directly logging into SAP, typically via third-party systems, interfaces, or bots.

For example, if your Salesforce CRM pulls data from SAP or an e-commerce site writes orders to SAP, those are indirect uses. The trap is that SAP may consider these external touches to be unlicensed usage unless they are covered in your contract.

Real-world cases highlight the risk. In 2017, beverage company Diageo was pursued for around £54 million in fees because Salesforce users were indirectly accessing SAP data. Another global firm, Anheuser-Busch InBev, reportedly settled for $600 million in a similar indirect usage claim.

These eye-popping numbers taught many CIOs a hard lesson: even read-only or automated connections can trigger massive costs if not properly licensed. Without clarity, indirect use is a gray area that SAP can leverage in compliance audits.

The Unpredictable Cost of Unmanaged Indirect Use

Indirect access fees are often unbudgeted and unpredictable. If your contract is silent on indirect use, an SAP audit could suddenly classify thousands of external transactions as unlicensed activity.

This means back-licensing fees at the full list price, plus maintenance, creating a compliance nightmare that can total millions.

Beyond the financial hit, the fear of unknown costs causes some organizations to hold back on integrations and innovation.

Teams become hesitant to connect new apps or automate processes with SAP, worried they might incur additional fees.

In effect, unclear indirect use terms create a tax on innovation: you either pay up or avoid using valuable integrations.

Consider a simple scenario: you connect a customer web portal to SAP for order entry. If 10,000 customers place orders through that portal in a year, how you license this matters enormously:

Table: Example cost comparison for 10,000 external transactions under traditional user licensing vs. SAP’s document-based licensing.

As shown above, without the right clause or model, you might owe licensing for each of those 10,000 customers as if they were full SAP users.

That could mean millions in fees. But with a negotiated document-based approach or specific clause, the cost for those same 10,000 orders might be only tens of thousands.

This stark difference underscores why indirect use must be addressed upfront. No CIO wants a budget ambush because an integrated system quietly generated thousands of “unlicensed” SAP actions.

Audit surprises are common: SAP regularly audits its customers, and if it finds unlicensed indirect use, it will demand payment at list prices (often with backdated support fees).

Many companies have been shocked by seven- or eight-figure compliance bills in these audits.

Indirect use without contract protection gives SAP a significant negotiating advantage – you may be pressured into buying more licenses quickly or paying a substantial settlement to resolve the issue.

Read SAP Licensing Contracts for Mergers and Acquisitions.

SAP’s Digital Access Licensing Model (Document-Based)

To bring more predictability to this issue, SAP introduced the Digital Access model – a new licensing approach that accounts for indirect usage more fairly and transparently.

Under Digital Access (sometimes referred to as document-based licensing), you license the transactions or documents created by external systems, rather than requiring a named user license for every external user or device.

How it works: SAP identified nine document types (e.g. Sales Order, Invoice, Purchase Order, etc.) that incur a charge when created indirectly by a non-SAP system.

For example, if an e-commerce site creates an Order in SAP, that counts as one document license consumed. Companies purchase a quantity of these document licenses (often in blocks, such as per 1,000 documents per year). As external systems create SAP documents, they draw from this pool.

This outcome-based model can significantly reduce costs for high-volume scenarios. In the earlier example, instead of 10,000 named users, you pay for 10,000 documents.

If negotiated well, the cost might be a few cents or dollars per document, far cheaper than thousands of full user licenses. It also provides more predictability: if you know roughly how many external orders or records you create, you can forecast your SAP costs.

Many enterprises adopt a hybrid licensing strategy now:

• Keep traditional named-user licenses for internal employees and low-volume external use.
• Use Digital Access licenses for high-volume integrations (customer portals, IoT sensors, etc.) to scale cost-effectively.

Important: If you adopt Digital Access, you must negotiate terms to avoid double-dipping. SAP has stated that if you license the document, you shouldn’t also need a user license for the same interaction.

Ensure the contract explicitly states that any transaction counted under the document model does not also require a Named User license, and vice versa.

Clarity here ensures you don’t pay twice for the same activity.

While Digital Access brings clarity, it isn’t automatic or always cheap – you need to negotiate pricing and volume discounts. SAP doesn’t publish a fixed price per document; it’s typically customized per customer.

Volume matters: the more documents you commit to, the lower the per-document price can go (SAP often gives steep discounts at higher volumes or as part of conversion programs).

For instance, a block of 100,000 documents will have a much lower unit cost than a block of 1,000. Always lock in rates for future growth and get any conversion credits (SAP sometimes offers credit for your existing user licenses if you switch models).

Read Negotiating SAP Licensing Contracts.

Essential Contract Clauses to Mitigate Indirect Access Risk

The heart of protecting yourself is contract language. When negotiating or renewing your SAP agreement, insist on specific clauses that define and limit indirect use.

Here are the key clauses and terms to include, along with examples of wording and why they matter:

• Clear Definition of “Use” and “User”: Vague definitions favor SAP. Your contract should explicitly define what constitutes use of SAP software and who is considered a Named User. For example, you might state that a “Named User” refers to an individual human being authorized to directly log into the SAP system (via SAP GUI or an interface), and does not include non-human technical interfaces or external systems that transfer data. This prevents SAP from later calling an automated system or API an unlicensed “user.” In short, only real users should require user licenses, not every program or device.
• Indirect Static Read Clause: Include a clause allowing certain read-only access to SAP data by external systems without extra fees. Often referred to as an “Indirect Static Read” clause, it addresses scenarios where SAP data is exported to a non-SAP system for viewing or reporting purposes. For instance, “Licensee may export data from SAP to external systems for read-only, informational use without requiring additional SAP licenses, provided no updates or processing in SAP are triggered by such exports.” This ensures that if you have a data warehouse, BI tool, or reporting system pulling SAP data (without changing anything in SAP), you won’t be charged for those purely informational uses.
• Named Users for Direct Use Only: If you stick with traditional licensing, clarify that only direct usage requires a user license. The contract can specify that third-party applications acting on behalf of licensed users are permitted without additional licenses. For example, a clause might say: “External systems (e.g., customer portal, third-party CRM) interfacing with SAP do not require separate SAP user licenses, provided the SAP data is used in support of licensed internal users.” This kind of language (if SAP agrees to it) gives you peace of mind that known integrations are covered under your existing licenses. Essentially, it ties usage to your already-licensed employees rather than counting the external system as new users.
• List Approved Interfaces in the Contract: It’s wise to enumerate all third-party systems and integrations you use with SAP in an appendix or contract exhibit. For each (e.g., Salesforce CRM, Magento web store, warehouse management system), state that these interfaces are authorized and considered licensed or exempt under your agreement. By listing them, you get SAP’s acknowledgement in writing that those specific connections won’t trigger indirect use fees. If it’s in the contract, SAP cannot later claim those integrations are a violation. This level of specificity removes ambiguity about current systems, and you can also include a process to approve future integrations.
• No Double Licensing (No “Double Dip”): Ensure the contract prohibits being charged twice for the same use. If you embrace Digital Access, explicitly say something like: “Any transaction or document counted under the Digital Access license program shall not additionally require a Named User license, and vice versa.” This prevents overlap costs. It aligns with SAP’s public policy, but having it in your contract provides additional protection even if interpretations change later. The goal is one fee for one activity, not a stack of licenses for a single interaction.
• Indirect Use Fee Cap / Limit Liability: Negotiate an upper limit on what you can be charged for indirect use. This is crucial to avoid open-ended exposure. For example, include a clause such as “Indirect usage fees shall not exceed $___ per year regardless of volume” or “shall not exceed __% of total annual license spend.” This type of cap on indirect fees ensures that even if your indirect usage increases (due to more transactions or users than expected), your costs are capped and predictable. Some customers have even secured an “all-you-can-eat” flat fee for a particularly critical interface or high-volume use case (though this usually requires strong negotiation leverage).
• Right to Review and Adjust: As technology evolves, include a clause that allows you and SAP to periodically review indirect use terms (e.g., annually or at renewal). For instance, “The parties will review the indirect use provisions annually and adjust terms as necessary to accommodate new use cases or technologies in good faith.” While SAP may not contractually promise future flexibility, having a stated review process can help you address new integrations (such as IoT or new cloud apps) in the future without waiting for an audit conflict. At minimum, ensure any new SAP purchases or cloud migrations carry forward the protections you negotiated – your hard-won clauses should apply to any new order forms or environments, unless renegotiated.

All the above clauses serve to eliminate ambiguity. They draw a clear box around what SAP can and cannot charge you for regarding indirect access.

Without them, you’re relying on SAP’s standard policies (which can change or be interpreted against you).

By writing these protections into the contract, you convert the fuzzy indirect use issue into a defined, negotiable part of your deal.

Capping and Controlling Indirect Access Costs

In addition to definitions and permissions, savvy SAP customers implement clauses to financially control indirect usage.

This ensures that even if indirect use grows, it won’t break the budget. Key strategies include:

• Volume Caps or Fixed-Fee Deals: If you anticipate significant indirect usage, consider negotiating a cap on annual charges or a fixed-fee arrangement. For example, if you adopt Digital Access, you might set “the annual fee for Digital Access documents shall not exceed $X, covering up to Y documents.” In some negotiations, large customers have secured a flat fee for a specific integration or unlimited documents for a fixed price. While SAP won’t advertise this, if you are making a significant purchase or migration (such as to S/4HANA or SAP’s cloud), you can use that as leverage to obtain a predictable, flat rate for a high-volume interface. This turns an unknown cost into a fixed line item.
• Future Growth Allowances: Build buffer capacity into your license. If you negotiate for, say, 500,000 documents per year under Digital Access, try to include an allowance to exceed that by a certain percentage (e.g., 10% overflow) before additional charges kick in. Similarly, negotiate that if you do exceed your licensed volume, you can true-up at the same discounted rate you initially paid, instead of an inflated list price. For instance, agree that any extra documents will be priced at $X each (your negotiated rate) rather than whatever high price SAP might quote later. This protects you from punitive costs if your business grows faster than expected.
• Tie Costs to Business Metrics: In some cases, customers peg indirect fees to a business metric to keep them proportional. For example, you might negotiate that indirect usage fees will not exceed 10% of your total SAP spend or some similar ratio. SAP may resist a percentage cap, but it’s a negotiation angle for larger deals. The idea is to ensure SAP costs grow in line with your overall investment, so you won’t have a situation where indirect fees balloon independently.
• Audit and Compliance Safeguards: Even with good clauses, maintain some safety valves for audits. You could negotiate a cure period or true-up specifically for indirect use findings. For example, “In the event an audit identifies unlicensed indirect use, Customer shall have 60 days to purchase necessary licenses at a ____% discount, without penalties.” This kind of clause means if something slipped through, you don’t get slapped with back charges immediately – you get to fix it at normal rates. It’s better to prevent issues entirely, but having a cushion in the contract for compliance is wise.
• Keep Terms Up-to-Date: Ensure that any contract amendments, migrations, or new SAP products you add later inherit your indirect use clauses. If you negotiate these protections now, they should apply to all future SAP software purchases unless you explicitly change them. Watch out during renewals or switching to cloud offerings that SAP doesn’t sneak in their standard indirect terms and override your negotiated ones. Always carry your protections forward.

By capping costs and formalizing how indirect use is measured and addressed, you remove the wildcard from your SAP budget.

The result is that indirect access becomes just another planned cost, not a lurking threat. You can then integrate systems freely and innovate, knowing the worst-case financial exposure is defined and acceptable.

Recommendations

• Inventory Your Integrations: Start by mapping out all third-party systems, interfaces, and user portals that connect to SAP. Knowing where indirect access occurs helps you target which clauses and license models you need. No surprises – document every integration (CRM, e-commerce, IoT device, etc.) before negotiating.
• Address It Before Signing: Don’t wait for an audit. The best time to resolve indirect access is during contract negotiations (new deals or renewals). Use your leverage then – insist on inserting the clauses discussed above before you sign. It’s much harder to add protections later.
• Evaluate License Models: Analyze whether sticking to named-user licensing, adopting Digital Access (document licenses), or a hybrid approach makes the most sense. Compare costs under different scenarios (steady state vs. growth). Select the model that minimizes your risk and negotiate the terms (pricing, caps, and conversion credits) to suit your usage.
• Include Protective Language: Never accept SAP’s standard contract wording on indirect use. Bring your own clause language or use known best-practice wording. Define “Named Users”, allow static reads, list your interfaces, forbid double-charging, and cap the fees. Getting this in writing is your shield – verbal assurances from a sales rep mean nothing later.
• Cap and Predict Costs: Push for cost caps or fixed fees related to indirect use. If SAP is keen on selling you a new product or cloud deal, request an indirect usage cap as part of the agreement. Lock in pricing for any overage or future growth. This ensures your SAP spend won’t spiral if usage spikes.
• Monitor Usage Continuously: Don’t set and forget. Implement monitoring tools (SAP’s License Audit Workbench or third-party SAM tools) to track document counts and external usage in real time. Internally, establish a process: whenever a new system interfaces with SAP, involve your licensing team to assess the impact before it goes live. Staying on top of this helps avoid accidental compliance issues.
• Prepare for Audits: Even with a solid contract, be ready for SAP audits. Maintain records of all your licenses, users, and integrations to ensure accurate tracking. If you negotiated special terms, ensure that the relevant documents are readily available to show auditors. Having a clear paper trail (e.g., “these five interfaces are allowed per our contract, see Exhibit A”) will shorten any audit discussions. Also, respond within agreed timeframes – show SAP you’re on top of compliance to deter aggressive tactics.
• Leverage Expert Help: Engaging an SAP licensing expert or legal advisor can be highly beneficial. They are familiar with the latest tactics SAP employs and the clauses other companies have successfully negotiated. Use that expertise when drafting your contract language or when facing a tough negotiation. The upfront cost of advice can save exponentially more by avoiding an unfavorable term.
• Stay Informed: SAP licensing policies and definitions are subject to ongoing evolution. What’s true today could change in a year or two (for example, SAP might tweak the Digital Access model or introduce new pricing). Stay connected to user groups (like ASUG, SUGEN) and industry news. Review your SAP contract periodically – at least annually – to ensure it continues to provide the protection you believe it does. If SAP offers new programs (say, a revised indirect usage policy or amnesty programs), evaluate if it’s beneficial to opt in under your negotiated safeguards.

By following these recommendations, you’ll create a contract that turns indirect access from a lurking liability into a managed aspect of your SAP relationship.

The key is being proactive, detailed, and firm in negotiations – protecting your organization’s wallet while enabling it to use SAP in modern, connected ways.

FAQ

Q1: What is SAP indirect access, and why does it matter?
A: Indirect access means using SAP’s software via a third-party system or outside user rather than through a direct SAP login. For example, data flowing from a non-SAP web portal into SAP is an indirect use. It matters because SAP’s standard licensing requires a license for those indirect uses – if not addressed, you could unknowingly violate your contract. In short, indirect access can create hidden license liabilities. Companies care about it to avoid surprise fees: if you don’t explicitly license or exempt these uses, SAP may later charge hefty fees for them.

Q2: How can indirect use drive up costs unexpectedly?
A: Indirect use often leads to unplanned costs because it’s easy to overlook. Imagine your e-commerce site or CRM is connected to SAP – if 5,000 customers or partners transact through those systems, SAP might argue each needs a license. That could be millions of dollars you never budgeted. Many firms learn about this only during an audit, when SAP presents a compliance bill for “unlicensed” indirect users or documents. Without limits, the more your business grows and integrates with SAP, the more you might owe. That’s why defining and capping these costs in the contract is critical.

Q3: What is SAP’s Digital Access license, and should we consider it?
A: Digital Access is SAP’s newer licensing model to handle indirect usage more predictably. Instead of buying a Named User license for every external user (which is impractical for large numbers), you buy licenses for certain documents/transactions that external systems create in SAP (like sales orders, invoices, purchase orders, etc.). You should consider it if you have a lot of systems or people outside SAP creating records in SAP – for example, an online store, mobile apps, or IoT devices generating transactions. Digital Access can be more cost-effective and audit-safe for high volumes. It aligns cost to actual business activity (you pay per order or document, not per user). However, it requires careful planning: you need to estimate your document volumes and negotiate a good bulk price. Some companies find a hybrid approach best – using Digital Access for mass transactions, but retaining traditional user licenses for internal staff and low-volume needs. Evaluate the costs of both options for your scenario, and if Digital Access offers savings and predictability, negotiate to include it (with proper safeguards against double charging).

Q4: Can we negotiate indirect access terms in our SAP contract?
A: Absolutely. You should insist on it. SAP’s standard contracts often don’t explicitly mention indirect use, leaving you exposed. During negotiations (especially for a new deal or big renewal), you have leverage to add custom clauses that define indirect use, exempt certain scenarios, and cap costs. For example, you can negotiate an Indirect Static Read clause to allow read-only data sharing. These list specific third-party systems are permitted, and agree on a fixed fee or cap for indirect use. SAP’s reps might not bring these up on their own, but if you propose reasonable language, especially if it’s already been used by other customers, SAP will often agree to close the deal. Work with your legal and procurement team (and experts if you can) to draft the terms. It’s much easier to bake this in upfront than to fight an unexpected bill later.

Q5: If we move to SAP S/4HANA or RISE (SAP’s cloud offerings), do indirect access issues go away?
A: Not automatically. Switching to S/4HANA (the latest ERP) or even SAP’s RISE cloud bundle doesn’t erase indirect use concerns. The same concepts apply: if non-SAP systems connect to your SAP environment, those interactions still require a license. SAP does encourage customers moving to S/4HANA to adopt Digital Access (and sometimes offers discounts or conversion incentives as part of the migration). RISE with SAP (a subscription model) often bundles certain usage, but you must confirm what’s included. Don’t assume “we’re on the cloud now, we’re covered.” Always explicitly clarify in your new contract how indirect access is handled. Moving to a new platform is a great chance to renegotiate and modernize your terms. Ensure that any special clauses you had are carried over into the new agreement, or take the opportunity to add them. The bottom line: even in the cloud, connecting a non-SAP app to SAP requires that usage to be either licensed or exempt by contract.

Q6: What is an “Indirect Static Read” clause, and should we include it?
A: An Indirect Static Read clause is a contract provision that says you can export or reproduce SAP data outside of SAP for read-only, static use without incurring extra SAP license fees. “Static” means the data isn’t being updated in SAP in real-time; it’s typically a copy or an extract for reporting. For example, if you export SAP data to a data warehouse or let a BI tool query SAP nightly for a dashboard, it’s just reading information. SAP has acknowledged that purely read-only scenarios can be exempted from license requirements (hence this clause exists). Yes, you should include it if you do any kind of reporting or data replication from SAP. It protects you from SAP later claiming those read-only activities require licenses. Ensure the clause is written to meet SAP’s criteria (e.g., data is not updated in SAP and is pulled by an appropriately licensed user on a scheduled basis). It’s a simple clause that can save a lot of headaches for analytics and integration use cases.

Q7: How can we monitor or measure indirect usage to stay compliant?
A: Start by doing an internal audit of all systems interacting with SAP. Use SAP’s own tools, like the License Administration Workbench (LAW) or Digital Access Estimation tools, to see where documents are being created indirectly. You can also invest in third-party Software Asset Management tools that specialize in SAP, which can track user activity and document creation. Make this a routine: for instance, quarterly, check how many documents have been generated under Digital Access and compare to your licensed volume. Additionally, establish a governance process: whenever a new interface or project arises that will interact with SAP, include a review step to assess the licensing impact. Educate your IT and dev teams that “indirect access is a thing” – so they know to flag it. By continuously monitoring usage, you can identify any inadvertent indirect use and address it (license it or terminate it) before SAP’s auditors do. Basically, treat indirect usage like any other capacity planning: know your numbers and trends.

Q8: What if SAP is reluctant to agree to these indirect access protections?
A: It’s common for SAP’s sales team to push back initially – their standard playbook might be to say “our contracts are fine as-is” or “we don’t typically change that.” Don’t let that deter you. Be firm on critical clauses. If a sales representative says no, escalate the issue to their manager or engage SAP’s contract specialists. Often, SAP will concede on terms for a strategic deal or to hit their quota at quarter-end. Another tactic: show precedent. If you know (or can hint) that other Fortune 500 clients have gotten an indirect use clause or a fee cap, mention it – SAP will realize you’re an informed buyer. Leverage timing (like negotiating near SAP’s year-end when they want the sale) to get what you need. In some cases, you might trade something (e.g., commit to a slightly larger purchase) in exchange for better terms. If SAP still resists, consider engaging a third-party licensing advisor to help press your case. Remember, no term is truly non-negotiable if the deal is important enough to SAP. It’s about priorities – make it clear that without these protections, you can’t comfortably sign, and you’ll find SAP often comes around.

Q9: How often does SAP audit customers for indirect use, and how should we prepare?
A: SAP typically has the right to audit annually, though in practice, not every customer is audited that often. They use tools like LAW and USMM reports to gather usage data remotely. Indirect use has been a focus in audits, especially since the high-profile cases. Therefore, if you have known large integrations (such as Salesforce or e-commerce platforms), you should assume SAP will scrutinize them. To prepare, first ensure your contract terms are in place – it’s your best defense. Next, maintain detailed records by keeping an up-to-date list of all SAP users, license assignments, and integrated systems. If you have a Digital Access license, document the number of documents you consume. If an audit comes, you want to respond with confidence: “We’re aware of our indirect usage and here’s how it’s licensed per our contract clause X.” Also, try to negotiate audit conduct terms in your contract (e.g., 30 days’ notice, audits only during business hours, etc.) so they can’t blindside you or disrupt operations. Lastly, do your own mini-audits – simulate what SAP might find and address gaps proactively. Being prepared turns an audit from a feared event into a manageable routine.

Q10: Should we involve legal or licensing experts in negotiating indirect access clauses?
A: Yes, if possible. SAP licensing and contracts are complex, and SAP’s negotiators do this every day – they know the fine print. Having someone on your side who’s seen dozens of SAP contracts (whether it’s your in-house counsel with software experience or an external SAP licensing consultant) is invaluable. They can identify sneaky wording and ensure the clauses truly cover your scenarios. They’ll also know what concessions SAP has given other customers, so you’re not leaving anything on the table. This expertise helps draft the exact language for elements such as the static read clause or a cap on fees, in a way that SAP is likely to accept. It’s an upfront investment in time or fees for advice, but it can prevent multimillion-dollar mistakes later. In summary, don’t go in blind – use experts to level the playing field with SAP and to secure the most favorable contract terms for indirect usage.