Mitigating Contract Risks in SAP RISE Agreements

Mitigating Contract Risks in SAP RISE Agreements

RISE with SAP promises a simplified, all-in-one path to S/4HANA in the cloud, bundling software, infrastructure, and services under a single contract.

This offer can be particularly attractive to CIOs and IT sourcing leaders at global and mid-sized enterprises, especially as the end-of-support for SAP ECC looms in 2027.

However, signing a RISE contract without scrutiny can expose your organization to significant risks. Whether adopting RISE Fresh or transitioning from an existing ECC/S/4HANA environment, it’s critical to understand where pitfalls commonly arise.

This advisory outlines the key risk areas in RISE contracts and guides negotiating safer terms. Its goal is to help you realize RISE’s benefits without unpleasant surprises, whether SAP runs your system on a hyperscaler (Azure, AWS, GCP) or in its data centers.

Common Risk Areas in SAP RISE Contracts

Vague Scope of Services:

RISE agreements often contain broad language about included services, which can lead to dangerous assumptions. What exactly is covered in the subscription? Many enterprises have assumed RISE is a turnkey solution, only to discover gaps later.

For example, a standard RISE deal might include one production environment and a few non-production environments, basic Basis administration, and some SAP platform tools, but not features such as complex integrations, certain advanced modules, or additional sandbox systems.

One CIO noted that their business leaders expected an “all-inclusive” cloud solution, yet IT still needed additional consulting and tools to meet business needs.

Ambiguities in scope can result in scope creep and budget overruns when you later learn that a critical service (e.g., data migration, specialized functionality, or third-party add-ons) isn’t included.

Lack of Clarity in Shared Responsibilities:

With RISE, SAP shifts from software vendor to service provider, but that doesn’t mean SAP does everything.

A shared responsibility model (often detailed in a lengthy RACI matrix) divides tasks between SAP, the customer, and potentially a hyperscaler. In practice, this division can be confusing or even fluid. If roles aren’t crystal clear, issues can fall through the cracks.

For instance, who handles security patching – SAP or the cloud provider? Who is responsible for integrating a third-party system or optimizing database performance? Enterprises have faced incidents where SAP and the hyperscaler thought the other was addressing a problem, resulting in delays.

In one case, enabling a new interface to a satellite system took over a month because it required coordination between multiple SAP teams and the cloud provider.

Without an explicit understanding of who is responsible for what, you risk finger-pointing and slow issue resolution when problems arise.

Limited Transparency in Cost and Usage Models:

RISE’s pricing bundles software and infrastructure into one fee, which can obscure the underlying cost drivers. This opacity poses a risk for customers who need to manage their budgets.

For example, when SAP is hosted on a hyperscaler, the customer typically has no direct visibility into the cloud resource costs – you’re relying on SAP’s sizing and pricing. Many clients assume they’re getting a great deal, but they may be paying a premium or could have negotiated better rates directly.

Similarly, RISE introduces new metrics, such as Full User Equivalents (FUEs), and includes a pool of cloud platform credits. If you exceed those entitlements, unpredictable costs kick in. Enterprises have been “unpleasantly surprised” by unexpected charges: excess data storage fees, additional user allocations, or high extra CPU/RAM charges when usage spikes.

Indirect usage poses another hidden cost: connections from non-SAP systems (e.g., e-commerce platforms or IoT devices) are not automatically covered by the base RISE license. Additional fees for digital access have blindsided some companies because they didn’t realize certain document transactions weren’t included. The bottom line: without cost transparency and guardrails, RISE’s “single invoice” can mask volatile expenses.

Restrictive SLAs and Service Levels:

Service Level Agreements in RISE contracts can be more limited than those enterprises are accustomed to in on-premises or bespoke cloud deals. For example, the standard uptime SLA is around 99.7%, which equates to nearly 26 hours of allowable downtime per year.

This is below the 99.9% (or better) that many mission-critical environments demand. The default SLA may be inadequate if your business can’t tolerate significant downtime (e.g., manufacturing lines or online services that incur losses when the ERP is down).

To get higher availability or disaster-recovery guarantees,

SAP often charges a significant premium. Companies have reported “sticker shock” when realizing the cost of improving SLAs to enterprise-grade levels. The SLA remedies are typically limited to service credits, rather than broader liability. That means even if prolonged outages hurt your business, your recourse is minimal beyond a small credit.

Another issue is that RISE support agreements commit to incident response times but often lack guarantees of resolution times.

In practice, customers have observed complex issues persist while SAP coordinates internally (or with the hyperscaler) – all while technically meeting the SLA on paper.

In short, the SLA may be contractually strict in favor of SAP (with many exclusions and planned maintenance windows) but not strict enough to guarantee the customer’s performance.

Strict Termination and Lock-In Clauses:

RISE with SAP is not a flexible month-to-month SaaS; it typically involves a multi-year commitment, and SAP’s standard terms severely restrict early termination. Once you’re in, there’s no easy way out. If your strategy changes or the service under-delivers, you can’t cancel without major penalties covering the remaining term.

We also observe that RISE contracts often lock in a fixed capacity (e.g., users, infrastructure size) for the term. If you overestimated your needs, you’re stuck paying for unused capacity (and conversely, if you under-scoped, you’ll pay steep rates for additions).

Perhaps more concerning is that once you move to RISE’s subscription model, you generally cannot revert to on-premises licenses. SAP doesn’t readily allow switching back to perpetual licensing; they want you in the cloud for good.

This creates a classic vendor lock-in: at renewal time, SAP knows that switching off RISE is painful (you’d need to migrate systems again or even repurchase licenses to return to on-premises).

Customers have reported that SAP has considerable leverage to hike prices at renewal because the alternative is unattractive. Even at the end of the term, exit provisions are often lacking. For example, will SAP assist in exporting your data and provide a read-only instance for a transitional period?

Many standard contracts are silent on this. Leaving RISE can be a costly project without negotiated exit assistance—it involves data extraction, new infrastructure, and potential downtime while you transition.

In real-world cases, companies that merged or divested divisions could not scale down their RISE commitment or transfer parts of the contract, resulting in wasted spend. In short, the default termination and renewal terms heavily favor SAP, not the customer.

Mitigation Strategies: Negotiating a Safer RISE Contract

To address these risks, don’t accept SAP’s boilerplate contract as-is.

Proactively negotiate and insert protections. Key areas to focus on include:

• Define a Clear Scope of Services and Responsibilities: Insist on a detailed Scope of Work or services description as part of the contract. List exactly which services are included (and which are not). For example, specify the number of environments, which SAP modules/features you’re getting, and any tools or services (like monitoring, integration support, etc) SAP will provide. Equally important, attach a responsibility matrix that delineates SAP’s duties versus yours (and the hyperscaler’s, if applicable). If SAP has a standard RACI document for RISE, review it thoroughly and include it in the agreement. Push to eliminate fuzzy wording – if the sales rep says “don’t worry, we cover that,” get it written into the contract. This clarity prevents misunderstandings later. Example mitigation: If you need a sandbox system for development or assistance with data migration, negotiate it upfront as part of the scope. Any ambiguity will likely result in additional fees, so clearly define both inclusions and exclusions in writing.
• Guard Against Unpredictable Costs: Despite being cloud-based and usage-driven, you still need cost predictability. First, demand transparency into the cost model. Ask SAP to break out the pricing for infrastructure vs. software vs. BTP platform credits, etc. (Even if they won’t give you full details, signaling that you expect cost clarity can lead to better terms.) Next, negotiate guardrails on variable charges: predefined rates for any capacity overages, or a right to purchase additional users/storage at a discounted rate rather than list price. Consider capping your financial exposure – e.g., “no more than X% price increase per year for any overage” or a similar provision. It’s also wise to address indirect usage in the contract: explicitly include any third-party systems or interfaces you are aware of, or obtain assurances that your current integration scenario will not trigger additional fees. Sometimes, customers negotiate a certain amount of digital access (document count) into the deal to avoid later surprises. Additionally, include rights to monitor usage: you should receive regular reports on resource consumption and user activity, allowing you to
  spot overages in advance. If your company has an existing cloud commitment (say you already have credits with Azure/AWS), explore that with SAP – perhaps you can bring your own license or at least ensure SAP isn’t double-charging you. The goal is to avoid the “black box” effect; you want levers to control costs and early warning of any spike.
• Strengthen SLA and Support Protections: Do not hesitate to negotiate the service levels. If 99.7% uptime isn’t sufficient for your business, ask for a higher uptime SLA or enhanced support package. Often, SAP offers a premium SLA tier (e.g., 99.9% or adding hot-standby systems) – negotiate that cost as part of the deal, or seek to include it if it’s critical. Beyond uptime, consider support response and resolution terms: you may be able to negotiate a commitment to incident resolution times, not just response times. Also, consider adding an SLA penalty or escape clause. For example, if SAP fails to meet the SLA for three consecutive quarters, you can terminate without penalty or receive a larger service credit. SAP may resist, but even raising it could lead them to improve other terms as a compromise. Ensure the SLA section defines maintenance windows and how/when SAP can schedule downtime – you want as much say as possible in timing to avoid business disruption. Finally, review liability clauses: if you all receive service credits for a major outage, consider negotiating a credit true-up or additional remedies for severe impact (even if it’s just professional services vouchers). While SAP limits its liability, there’s no harm in pushing those limits to be more customer-friendly.
• Negotiate Termination and Exit Terms Upfront: Address the end of the relationship before you begin. Push for a clearly defined exit strategy clause. This should outline how you retrieve your data and what assistance SAP will provide when the contract ends or if you terminate it. At minimum, negotiate a data export obligation – e.g., SAP will provide a full data dump or a final system image in a format you can use. Ideally, include a provision that SAP will cooperate in transitioning the system (perhaps for a fee) to whatever comes next (whether on-prem or another cloud). If you’re especially concerned, consider requesting a termination for convenience immediately after a specified period (for example, the ability to exit after 2 years of a 5-year term with some notice). SAP may not agree to a no-penalty termination, but you might win concessions, such as a shorter term or options to reduce scope at renewal. Also, focus on renewal terms: negotiate a cap on renewal price increases (e.g., no more than a single-digit percentage hike) and ideally lock in renewal pricing options now. If you’re transitioning from ECC, consider an “off-ramp” clause: for example, if you decide not to renew RISE at the end of the term, can you convert back to a traditional license? Even if SAP won’t promise perpetual licenses, know what your fallback would be (and make sure any termination of old licenses for RISE doesn’t leave you stranded without rights later). Exit planning isn’t pessimistic – it’s prudent. It ensures you retain leverage and options throughout the lifecycle.
• Establish Clear Governance with SAP (and Hyperscalers): To avoid multi-party confusion, establish governance structures in the contract. Define how SAP will manage the hyperscaler on your behalf. For example, you may require regular operations meetings that include you, SAP, and the cloud provider, as needed. Ensure the contract names a single point of accountability – SAP should be responsible for the full stack, even if they subcontract infrastructure to Azure or AWS. Clarify escalation paths: If an issue arises (e.g., performance, security), what is the process and timeline for SAP to involve the hyperscaler or resolve it? Also, consider adding a requirement that SAP inform you of any major environmental changes (like moving your workloads to a different data center region or making significant architecture changes). From your side, plan for contract governance as well: assign internal owners for the RISE agreement who will continuously monitor compliance and service levels. Treat it like a partnership: regular service reviews and checkpoints will help surface issues early. By setting these expectations in the contract and via governance plans, you reduce the risk of “accountability black holes.”

Recommendations for CIOs and Sourcing Leads Before Signing

In addition to the above strategies, here is a checklist of concrete actions to take before you put pen to paper on a RISE with SAP contract:

1. Engage Independent Expertise: Involve an unbiased SAP licensing or contract expert (e.g., Redress Compliance or similar advisors) to review the deal. They can identify hidden pitfalls and benchmark your terms against industry standards. Don’t rely solely on SAP’s assurances – get a second opinion on what’s negotiable.
2. Align Internal Stakeholders: Bring IT, procurement, legal, and business leaders in early to define your must-haves and risk tolerance. Ensure the team using and managing SAP (IT ops, architects) has input in the contract – they’ll spot practical gaps that a pure commercial team might miss. Present a united front to SAP with clear requirements.
3. Inventory and Specify All Needed Services: List all services, components, and support your enterprise will require in the RISE scope. This includes technical environments (prod, dev, test, DR), SAP add-ons or specific modules, integration needs, security/compliance requirements, etc. Explicitly include this list in the contract or as an annex. If it’s not written, assume it’s not included.
4. Identify Exclusions and Plan for Them: Conversely, obtain clarification from SAP on what is not covered (e.g., “customer is responsible for application-level user administration, custom code maintenance, etc.”). For each exclusion, have a plan: will your team handle it, or will you need a partner or additional SAP services? Budget for those external needs so the project isn’t derailed later.
5. Do a Detailed Cost Modeling: Rigorously model your expected usage and costs over the contract term. Forecast best-case, expected, and growth scenarios for users, data volume, transactions, and BTP consumption. Use these to pressure-test the RISE quote. For example, what if your user count grows 50%? Know how costs would scale. This analysis strengthens your hand in negotiating price protections and avoids nasty surprises if your business expands (or contracts).
6. Negotiate Price Protections and Caps: Don’t accept open-ended pricing. Push for fixed annual pricing or caps on increases, including at renewal. If SAP insists on usage-based elements, consider negotiating volume discounts or tiers (e.g., if you add 100 more users, the unit cost decreases). Aim to eliminate any unpredictable “surge” fees – your CFO will thank you.
7. Secure Key SLA and Performance Terms: Verify that the SLA meets your business needs in terms of uptime and response time. If not, negotiate it. Get any enhanced SLA in writing, including how and when credits apply. Also define performance metrics if relevant (e.g., batch job completion times, support response for critical issues). Ensure there’s an avenue for recourse if service quality consistently falters (even if it’s not full termination rights, something that holds SAP accountable beyond token credits).
8. Plan an Exit Strategy: Before signing, formulate a plan for what you would do if you had to leave RISE after the term or in a worst-case scenario. Negotiate exit assistance clauses now – data export rights, transition support, and timelines. Also, consider retaining certain perpetual licenses, if possible, as a fallback (some customers negotiate keeping development or disaster recovery on-premises licenses alive in parallel, just in case). Having an exit plan documented will also discipline SAP during the relationship, as they know you have options.
9. Address Transition from Current SAP: If you are an existing ECC or S/4HANA customer, please clarify how the transition to RISE will occur. Ensure the contract allows for a reasonable transition period, during which you can run both old and new systems in parallel (for testing or phased go-live) without incurring extra licensing penalties. Determine what happens to your existing licenses – will they be converted, terminated, or put on hold? Negotiate any credits or trade-in value for past investments. Don’t leave these discussions until after signing.
10. Document Everything Agreed: Record all promises, side-conversations, and special arrangements discussed during negotiation. Every concession or “extra” SAP commits to (verbally or in emails) must be entered into the final contract or an addendum. After signing, create an internal summary of the contract’s key terms and obligations for your operations team. Many issues arise simply because those who manage the system day-to-day aren’t fully aware of the contract nuances. Avoid that by educating your team on what was agreed (e.g., usage limits, restrictions, duties).
11. Leverage Timing and Alternatives: Use negotiation leverage such as quarter-end deadlines (when SAP sales are eager to close deals) to get better terms. Also, maintain credible alternatives – even if you intend to go with RISE, let SAP know that you are considering staying on-premises or exploring other cloud ERP options. This competitive posture often leads SAP to concede more on price or terms. Never let SAP feel you “have no choice” but RISE – even with ECC’s end of life, you always have options (third-party support, delaying, etc., which you can mention as a fallback).
12. Ensure Post-Signature Governance: Before signing, assign roles to govern the SAP relationship and contract compliance once it is live. For example, decide who will track SLA performance, handle audits, and interface with SAP account managers. Including a governance plan in the contract (e.g., quarterly service reviews, named executive sponsors on both sides) can be beneficial. Proactive vendor management will mitigate risks throughout the entire contract lifecycle, not just during negotiations.

By taking these actions, CIOs and sourcing leaders can greatly reduce the risks inherent in a RISE with SAP deal. The overarching theme is due diligence and proactive negotiation.

SAP RISE can deliver significant value – if it’s aligned to your business needs and bounded by fair terms. With careful planning and tough negotiation upfront, you can sign a RISE contract that enables cloud transformation on your terms, rather than being locked into unwelcome surprises.