Contract terms

TermWhat the agreement saysClauseAgreementSource
Auto-renewalOpenAI (vendor agreement)whether the Services auto renew and any renewal terms are set on the Order Form
Notea renewal without a new Order Form lasts as long as the preceding term (definition of Renewal Term)
1.2 RenewalOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
Notice periodOpenAI (vendor agreement)notice of non-renewal or scope reduction at least 30 days before the next Renewal Term1.2 RenewalOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
OtherOpenAI (vendor agreement)reducing license count, quantity or minimum commitment lets OpenAI adjust or remove discounts given on the prior purchase1.2 RenewalOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
True-upOpenAI (vendor agreement)added licenses or volumes are charged for the rest of the current Services Term at the customer's then-current price, co-terminous with that term
Noteunless the Order Form or a written agreement says otherwise
1.1 Services Term; 1.3(b) PurchasesOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
OtherOpenAI (vendor agreement)usage-based Services are charged on usage as calculated by OpenAI1.5 Usage-based ServicesOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
OtherOpenAI (vendor agreement)fees payable in the currency set on the Order Form6.1 FeesOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
Payment termsOpenAI (vendor agreement)invoices paid on the payment interval and terms set on the Order Form, charged to the payment method on the Account6.1 Fees; 6.2 PaymentOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
RefundsOpenAI (vendor agreement)fees are non-refundable except as required by law or as the agreement specifically permits6.1 FeesOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
Minimum commitmentOpenAI (vendor agreement)a minimum commitment on the Order Form is non-cancellable except as required by law or as the agreement permits6.1 FeesOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
SuspensionOpenAI (vendor agreement)OpenAI may suspend or terminate the Services if fees are past due; may also limit or suspend access when required by law, on a breach of the agreement or policies, or to stop a Security Emergency, with reasonable efforts to notify first6.2 Payment; 8.2 Of the ServicesOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
TaxesOpenAI (vendor agreement)fees exclusive of taxes, which OpenAI or the reseller charges as the law requires; paid without deduction or withholding, and any withholding required by law is grossed up so the net equals the invoice
Noteplace of supply is the name and address on the Account
6.3 TaxesOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
DisputesOpenAI (vendor agreement)invoice disputes must reach ar-enterprise@openai.com within 30 days of the invoice date, with all undisputed amounts paid6.4 DisputesOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
Late payment interestOpenAI (vendor agreement)overdue undisputed amounts may carry a finance charge of 1.5% of the unpaid balance per month6.4 DisputesOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
Notice of fee changesOpenAI (vendor agreement)price changes on the Pricing Page take effect 14 days after posting; OpenAI may correct pricing errors even after invoicing or payment
Noteapplies to fees not set by an Order Form
6.6 CorrectionsOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
Termination for breachOpenAI (vendor agreement)either party may terminate on written notice for a material breach not cured within 30 days of written notice11.2 TerminationOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
OtherOpenAI (vendor agreement)either party may terminate on written notice if the other ceases business operations or becomes subject to insolvency proceedings11.2 TerminationOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
OtherOpenAI (vendor agreement)on termination, except a termination by the customer for cause, any unpaid minimum commitment on the Order Form becomes immediately due11.3 Effects of TerminationOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
Termination for convenienceOpenAI (vendor agreement)customer may terminate on 30 days' written notice, given within 5 business days of notice of an update that materially reduces Services functionality
Notedoes not apply to beta or evaluation features
2.3 ModificationsOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
OtherOpenAI (vendor agreement)customer may terminate the agreement and Order Forms by written notice within 5 business days of a Security Measures update that materially diminishes security5.1 Security MeasuresOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
OtherOpenAI (vendor agreement)OpenAI provides independent audit reports on written request, no more than once per year, as OpenAI Confidential Information5.2 Audit ReportsOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
OtherOpenAI (vendor agreement)Beta Services (alpha, beta, preview, early access, evaluation) are optional, may change without notice and carry no OpenAI liability12.3 Beta ServicesOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
Liability capOpenAI (vendor agreement)each party's total liability capped at the amount the customer paid OpenAI in the 12 months before the event; no indirect, consequential or lost-profit damages
Notecap excludes gross negligence or wilful misconduct, indemnification obligations and customer payment obligations; the indirect-damages exclusion does not cover gross negligence, breach of restrictions, OpenAI's breach of security measures or breach of confidentiality
14.1; 14.2 Limitation of LiabilityOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
OtherOpenAI (vendor agreement)OpenAI indemnifies against third-party claims that the Services infringe IP rights; Service-Specific Terms indemnity is not subject to any liability cap13.1 By OpenAIOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
DisputesOpenAI (vendor agreement)mandatory final and binding arbitration through NAM by a sole arbitrator, after 60 days of informal resolution; no class actions; jury trial waived
Notesmall-claims and injunctive relief for misuse or IP infringement are excepted
15 Dispute ResolutionOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
Governing lawOpenAI (vendor agreement)laws of Ireland for customers in the EEA, Switzerland or UK (courts of Dublin); California law for all others (courts of San Francisco County)16.3 Governing Law; DefinitionsOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
OtherOpenAI (vendor agreement)order of precedence: Order Form, then Service-Specific Terms, then the Agreement, then OpenAI Policies; customer purchase-order terms are void16.1 Entire Agreement; 16.2 Conflicting TermsOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
Changes to the agreementOpenAI (vendor agreement)OpenAI may update the agreement or policies on reasonable notice, at least 30 days for an update it judges material unless required by law; continued use is acceptance
Noteupdates do not apply to Order Forms signed before OpenAI gave notice, except for Services launched later
16.13 UpdatesOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
Public-sector carve-outOpenAI (vendor agreement)for U.S. federal Government Entities the Services are commercial computer software and commercial services, with the rights given to all customers except where law prohibits16.14 Government Entity RightsOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]
OtherOpenAI (vendor agreement)contracting party is OpenAI OpCo, LLC outside the EEA and Switzerland, OpenAI Ireland Ltd. inside them, or OpenAI Public Sector, LLC when named on the Order FormDefinitions: OpenAI Contracting PartyOpenAI Services Agreement (updated 2025-12-01, effective 2026-01-01)source [4]

Price changes

  1. Plan renamed gpt-6-sol → gpt-6.1-sol source [2]
  2. Decrease: Price down gpt-6.1-sol $0.20 → $0.10 per 1M tokens (−$0.10, −50%) usage-based · Global cached-input source [2]

Sources

Version 8, updated 20 Oct 2026 (3 days ago) JSON Report an error