ORM-2.2
A consultancy or agency crossing the revenue threshold, under ORM 2.2
Delivering client work using the Work, billing the client for services. Your organisation passes the threshold while already using the Work. This resolves to the Root tier.
Tier
Owed
Nothing. No fee, no report, no filing.
Sections in play
1.4, 1.7, 2.1, 2.2, 2.3, 5.4
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
Crossing the revenue threshold
Your organisation passes the threshold while already using the Work.
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
Is anything owed retroactively?
No. Section 5.4 states the obligation begins on the date the threshold is crossed and applies forward only. Rights already exercised are unaffected. On an acquisition, Section 1.4 aggregates entities under common control, so the acquirer's revenue is what counts from the closing date.
Sections 1.4, 5.4, 2.3
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.