Force majeure was once treated as boilerplate. Then 2020 happened, and every cloud buyer learned that force majeure clauses can determine whether the provider is excused from performance during a pandemic, whether the buyer must continue paying for services that are not being delivered, and whether the contract continues at all after a long event. The standard RISE force majeure clause is drafted from the SAP perspective. It defines force majeure broadly, excuses SAP performance generously, and gives the buyer limited remedies. The buyer who reads it carefully and negotiates for symmetry walks away with a position that protects operations during the next disruption. The buyer who does not pays through the disruption regardless of whether SAP is delivering.
The default RISE force majeure clause defines force majeure to include any event beyond the reasonable control of SAP, listing common examples such as natural disasters, war, terrorism, government action, pandemic, labour dispute, internet failure, and acts of third party suppliers. The definition is generous and gives SAP wide latitude to invoke the clause.
When invoked, the clause excuses SAP from performance for the duration of the event. The buyer is required to continue paying the contractual fees, regardless of whether the service is being delivered. The buyer has no termination right unless the event continues for a defined period, typically one hundred eighty days or longer.
The asymmetry is significant. SAP can invoke force majeure to suspend performance while the buyer continues to pay. The buyer has no equivalent right to invoke force majeure to suspend payment. The buyer who depends on the SAP system has limited leverage during the very period when leverage matters most.
The buyer should negotiate three improvements. The first is symmetry. The buyer should have an equivalent right to invoke force majeure if a buyer side event affects the buyer's ability to use the service or to consume it under the conditions specified in the contract. The second is suspension of fees during the SAP force majeure. The buyer should not be required to pay for a service that is not being delivered, regardless of whether the non delivery is excused. The third is meaningful termination rights if the event is protracted.
Each of these is negotiable. SAP will resist all of them, particularly the suspension of fees. The buyer position is stronger if the buyer can articulate a specific scenario in which the fees suspension matters, such as a regulated industry buyer who has contractual obligations to its own customers that depend on the SAP service.
The negotiation should produce a clause that allocates the risk of force majeure fairly between buyer and SAP. The current default allocates the risk almost entirely to the buyer. A fair allocation shares the risk between both parties in proportion to who is in the better position to absorb it.
Pandemic is now a routine inclusion in force majeure clauses. The wording matters. Some contracts include pandemic generally. Others include only declared public health emergencies. Others limit pandemic to events that materially affect the provider's ability to operate. Each of these has different implications.
The buyer should negotiate for a definition of pandemic that is specific and verifiable. The definition should reference a specific authority such as the World Health Organisation declaration. The clause should specify what happens if the pandemic is declared and what happens if it is undeclared but materially affecting operations. The clause should specify the duration after which the clause expires.
The buyer should also negotiate specific operational protections during a pandemic. SAP managed services often depend on offshore delivery centres that can be disrupted by pandemic measures. The contract should specify what continuity SAP will maintain, what alternatives SAP will provide, and what credits the buyer will receive if continuity is not maintained. These provisions matter more than the force majeure definition itself.
Force majeure is not a unilateral right. The party invoking it has obligations. The standard RISE clause requires SAP to provide notice of the event, to take reasonable steps to mitigate the impact, and to resume performance as soon as practicable after the event ends. The clause should specify the notice period precisely, the mitigation expectations precisely, and the resumption obligations precisely.
The buyer should negotiate to make these obligations enforceable. The notice should be required within a specific number of days. The mitigation steps should be specified, including alternative delivery arrangements, alternative locations, and surge capacity. The resumption should be required within a defined period after the event ends, with credits for any delay.
The buyer should also negotiate the right to participate in mitigation decisions. The standard clause leaves mitigation entirely to SAP. The buyer should have the right to be informed of SAP's mitigation plan, to suggest alternatives, and to require SAP to implement reasonable buyer requests where they would improve the mitigation outcome.
The most important buyer right in the force majeure clause is the right to terminate after an extended event. If SAP cannot deliver for a sustained period, the buyer needs the ability to exit the contract and procure an alternative. The standard clause gives the buyer this right only after a long period and often subject to extensive conditions.
The buyer should negotiate to shorten the period. Sixty to ninety days is a reasonable position for a material force majeure event affecting the core service. The conditions should be limited to notice and a reasonable period for SAP to attempt restoration. The buyer should not be required to keep paying during the period after termination right has crystallised.
The buyer should also negotiate the consequences of termination after force majeure. The contractual termination payments that would apply on other forms of termination should not apply where the termination is triggered by SAP's inability to perform. The buyer should be able to walk away cleanly, with the contract treated as having ended on the date of the force majeure event for the purposes of any contractual settlement.
Force majeure typically excuses SAP from service level commitments during the event. The buyer should scrutinise this interaction carefully. The standard clause often excuses SAP from service credits not only during the event but also for a recovery period after the event. The recovery period can be lengthy and can effectively neutralise the service level protections.
The buyer should negotiate to limit the recovery period and to provide service credits for periods where the service is below the contractual level after the event has ended. The credits should be substantial enough to incentivise SAP to restore service quickly. The contract should specify whether the credits accumulate, whether they offset future fees, and how they interact with other contractual remedies.
The buyer should also negotiate the right to invoke alternative providers during force majeure without breaching the RISE contract. If the buyer needs to stand up alternative services to maintain operations during an extended SAP outage, the contract should not prohibit it and should not require the buyer to revert to SAP once SAP can resume. The buyer should have the option to continue with the alternative for the remainder of the contract term.
Force majeure clauses are not boilerplate. The next disruption will not look like the last one, but it will arrive. The contract decides whether the buyer or SAP carries the cost.
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The force majeure provisions in a RISE contract deserve careful negotiation. The default is heavily weighted in favour of SAP. The negotiated position should provide symmetry between buyer and SAP, suspension of fees during SAP force majeure, specific pandemic provisions with verifiable triggers, enforceable notice and mitigation obligations, a short fuse for termination after extended events, and clear interaction with service level credits. Each of these is achievable in negotiation. The work involved is largely legal drafting, but the consequences are operational. A buyer who treats force majeure as boilerplate will discover during the next disruption that the contract was the moment to negotiate, and that moment has passed.
A specific assessment of the definition, notice obligations, fee suspension rights, termination triggers, and service credit interactions in your RISE force majeure provisions.
Contact UsEvery conclusion above sits on top of work we routinely deliver inside our SAP RISE negotiation services. If the questions in this piece are live on your desk, the same bench is available to run them through with you in a closed working session.
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