The Clause No Law Firm Has Written

Idea in Brief

The Problem. When a proof-of-concept ends with unused usage credits sitting on the account, whether those credits carry into the paid contract is left almost entirely to whatever the billing platform happens to do — because almost no one has written down an answer.

The Instinct That's Wrong. Most RevOps teams assume there's a default here, the way there's a rough default for auto-renewal notice periods. There isn't. Published vendor practice splits close to evenly, and unlike auto-conversion, no recognized law firm has published drafting guidance on this mechanic at all.

The Fix. Treat credit rollover as its own clause, decided on purpose, not as a side effect of whichever camp your billing system happens to default into.

Half Your Peers Preserve the Credit. Half Don't.

Pull the published trial terms of the platforms usage-based buyers actually evaluate, and the split is close to fifty-fifty — with no professional consensus sitting in between.

Camp one preserves unused credit at conversion. Google Cloud's Free Trial Terms, Section 4.2, state that if a customer upgrades before the trial ends, "Customer may continue to use the credits for the Services" — though "any unused credits will expire 3 months after the Free Trial Start Date," so the preservation is real but time-boxed to the original trial clock, not extended by the upgrade. Databricks goes further: "any remaining trial credits will still be available after the upgrade," with no re-expiration described at all. Elastic's AWS Marketplace terms apply the same three-month ceiling as Google Cloud. Confluent Cloud preserves remaining credit too, but conditionally — only "if a payment method is added within 30 days of trial suspension," otherwise the credit and underlying resources are deleted.

Camp two lets it expire. AWS's Free Tier Terms state plainly that "unused usage amounts remaining at the end of the month under any Offers do not roll over to subsequent months," and Free Tier Credits separately expire twelve months from account opening regardless of what the customer does. Azure's trial terms are just as direct: "unused credit cannot be carried over to subsequent months and cannot be transferred to other Azure subscriptions." Vercel's Startups program states unused credits "do not roll over to the next month." Pinecone's MSA fixes promotional credit to expire "30 days from issuance" — a hard window that runs regardless of conversion status. Salesforce and HubSpot don't publish a rollover clause at all; both run seat-based trials rather than consumption-credit models, so the mechanism is structurally absent rather than merely silent.

What's missing is the third input that usually settles a drafting question like this: outside counsel. Bain's 2022 report on consumption pricing discusses usage "allowances that are burned down" as a category, but never addresses what happens to the unburned balance at conversion. No recognized law firm, Big Four practice, or named consulting firm has published drafting guidance on this specific mechanic. It's a genuine gap — which means the choice is entirely yours to make deliberately, rather than one you can benchmark against a market standard that doesn't exist yet.

The Exhibit: Rollover of Unused Evaluation Credits

These are plain-English variants of the same order-form clause, sized for a mid-market deal desk to drop into a roughly $100K Order Form. All three share one clause title — Rollover of Unused Evaluation Credits — so swapping tiers means swapping the body text, not the template.

Preferred: Capped Rollover, Fixed Expiration

Any Evaluation Credits remaining unused as of the end of the Evaluation Period will automatically carry forward into the Subscription Term and remain available for Customer's use until the date that is ninety (90) days after the Subscription Term start date (the "Rollover Expiration Date"), after which any remaining Evaluation Credits will expire and have no value. Evaluation Credits carried forward under this section are in addition to, and not a substitute for, any usage allowance included in the Subscription Term.

Use this when: you want to reward a customer who converts before exhausting the trial, without creating an open-ended revenue-recognition liability. This mirrors the shape of Google Cloud's and Elastic's published terms, both of which cap rollover credit at a fixed three-month window rather than letting it run indefinitely.

Fallback: No Rollover at Conversion

Any Evaluation Credits remaining unused as of the end of the Evaluation Period will expire immediately upon conversion to a paid Subscription Term and will not carry forward, be refunded, or be credited against Fees due under the Subscription Term. Customer's usage allowance under the Subscription Term begins at zero as of the Subscription Term start date.

Use this when: finance wants the cleanest possible revenue baseline at conversion, with no deferred-revenue complexity carried into the new contract. This is the position AWS, Azure, and Vercel all take in their published terms — trading customer goodwill for accounting simplicity.

Approval-Required: Full, Uncapped Rollover

Any Evaluation Credits remaining unused as of the end of the Evaluation Period will carry forward in full into the Subscription Term without expiration or limitation, and will be available for Customer's use in addition to any usage allowance included in the Subscription Term until fully consumed.

Use this when: a strategic account negotiates for it directly, or a competitive displacement makes the full credit balance the deciding factor. This is closest to Databricks's published position, which preserves unused credit with no re-expiration — generous, but exactly the kind of open-ended commitment that should get a look from deal desk or finance before it's offered, since it can materially erode realized price on a nominal $100K deal.

The Vantage Point

Revolear sets up dozens of new Order Forms every quarter for usage-based businesses and assists our customers' sellers in the mechanics of setting up these deals. Rollover is the mechanic we get asked about with the least confidence on either side of the table — buyers assume it's standard, sellers assume it's discretionary, and neither assumption survives contact with the actual published terms above.

The Takeaway

There's no market standard to inherit here, and no law firm has drafted one for you. That makes this one of the few clauses in a POC order form where the right answer is genuinely a business decision — bounded generosity versus a clean revenue line — rather than a legal one. Decide before the credits are sitting unused, not after.

Related in this series: this post is part of Revolear's Usage-Based Contracting series on POC order form mechanics. Read more from the series:

Does Your POC End, or Does It Just... Continue?

Free Pilot, Paid Pilot, or Something in Between?

Should Conversion Come With a Minimum Term?

Nothing to Lock, or a Reset to List?

There's No Market Standard for the PoC Order Form