ORM-2.2
A consultancy or agency being audited, under ORM 2.2
Delivering client work using the Work, billing the client for services. The Licensor or Clearinghouse requests supporting documentation. This resolves to the Root tier.
Tier
Owed
Nothing. No fee, no report, no filing.
Sections in play
1.7, 2.1, 2.2, 5.3
Who and what
The situation being resolved.
Actor
A consultancy or agency
Delivering client work using the Work, billing the client for services.
under 2M USD
Situation
Being audited
The Licensor or Clearinghouse requests supporting documentation.
Rulings
3 questions resolved against the text.
Which tier applies?
Root. Delivering client work using the Work, billing the client for services. Below $20,000,000 in trailing revenue, or within an exempt category, no Canopy royalty applies. Sections 4, 6, 8, and 10 still bind every Licensee.
Sections 1.7, 2.1, 2.2
Is anything owed?
Nothing. No fee, no report, no filing.
Sections 2.1
What can an audit actually require?
Documentation once in any twelve month period, absent a documented reason to suspect misstatement. Where such a reason exists, an independent auditor may review under mutual NDA at the requesting party's expense, unless an underpayment above five percent is established, in which case you bear the reasonable cost.
Sections 5.3
Cautions
What this situation gets wrong most often.
Revenue is measured across entities under common control, per Section 1.4. A parent company above the threshold makes its subsidiary a Canopy Licensee regardless of that subsidiary's own turnover.
Section 8.3 forbids imposing a user ceiling, a regional exclusion, or an output-training restriction downstream where this licence imposes none. That prohibition is the point of the instrument.
Same actor
Other situations for this party.
Non-normative. Where this and the licence text disagree, the licence text applies.