FAR 13.202—Unenforceability of unauthorized obligations in micro-purchases.
Plain-English Summary
FAR 13.202 addresses a specific risk in micro-purchases: the Government may encounter supplier license agreements when buying supplies or services, especially in information technology acquisitions, but also in other commercial buys. The section explains that these agreements may appear as End User License Agreements (EULA), Terms of Service (TOS), or similar instruments, and that they can include terms—most notably indemnification clauses—that are inconsistent with Federal law. Its purpose is to prevent contracting personnel and cardholders from inadvertently accepting unauthorized obligations that could violate the Anti-Deficiency Act (31 U.S.C. 1341). In practice, the rule matters because the clause at 52.232-39, Unenforceability of Unauthorized Obligations, automatically applies to micro-purchases, including Governmentwide purchase card buys, and it makes clear that unauthorized obligations in these agreements are not enforceable against the Government. This section therefore protects both the Government and individual buyers by limiting legal exposure when purchasing items subject to vendor terms.
Key Rules
License agreements are common
Supplies and services acquired through micro-purchases may be subject to supplier license agreements. This is especially common in IT purchases, but the rule applies broadly to any supply or service.
EULAs and TOS are covered
The section specifically recognizes that software, internet-delivered services, and similar offerings may come with End User License Agreements, Terms of Service, or comparable legal instruments. These documents can contain terms that affect the Government’s rights and obligations.
Unauthorized obligations are unenforceable
If a supplier agreement includes terms that are not authorized for Federal contracting, those obligations are not enforceable against the Government. The rule is designed to prevent the Government from being bound by improper terms simply because they appear in a vendor’s standard agreement.
Indemnification clauses are a key risk
Many supplier agreements include indemnification provisions that conflict with Federal law. Accepting such terms could create an Anti-Deficiency Act problem, so they must not be agreed to by the Government in a way that creates unauthorized liability.
Clause 52.232-39 applies automatically
The clause Unenforceability of Unauthorized Obligations applies automatically to any micro-purchase, including purchases made with the Governmentwide purchase card. No separate negotiation is required for the clause to apply.
Anti-Deficiency Act protection
The section exists to prevent violations of 31 U.S.C. 1341 by ensuring the Government does not incur obligations beyond its legal authority or available appropriations through vendor license terms.
Responsibilities
Contracting Officer
Ensure micro-purchases are handled in a way that avoids unauthorized obligations, recognize when supplier license terms may be present, and rely on the automatic application of 52.232-39 to protect the Government from unenforceable terms.
Cardholder / Micro-purchase Buyer
Review vendor terms before accepting them, avoid agreeing to indemnification or other unauthorized provisions, and use the purchase card or other micro-purchase authority only in a manner consistent with Federal law and the applicable clause.
Agency
Provide policies, training, and oversight so buyers understand the risks of supplier license agreements and the Anti-Deficiency Act implications of unauthorized obligations.
Supplier / Vendor
Understand that standard license terms may not be enforceable against the Government when they include unauthorized obligations, and avoid assuming that all click-through or boilerplate terms will bind the Government.
Practical Implications
Micro-purchases are not exempt from legal review concerns just because they are small; vendor click-through terms can still create serious fiscal law problems.
The biggest pitfall is accepting standard EULA or TOS language without checking for indemnification, automatic renewal, limitation-of-liability, or other terms that may be inconsistent with Federal law.
Governmentwide purchase card users need training because they often encounter online acceptance screens where terms are presented as non-negotiable.
The automatic clause helps protect the Government, but it does not eliminate the need for buyers to avoid agreeing to unauthorized terms in the first place.
When a vendor’s terms conflict with Federal law, the Government should not treat those terms as binding simply because the purchase was made at the micro-purchase level.
Official Regulatory Text
Many supplies or services are acquired subject to supplier license agreements. These are particularly common in information technology acquisitions, but they may apply to any supply or service. For example, computer software and services delivered through the internet (web services) are often subject to license agreements, referred to as End User License Agreements (EULA), Terms of Service (TOS), or other similar legal instruments or agreements. Many of these agreements contain indemnification clauses that are inconsistent with Federal law and unenforceable, but which could create a violation of the Anti-Deficiency Act ( 31 U.S.C. 1341 ) if agreed to by the Government. The clause at 52.232-39 , Unenforceability of Unauthorized Obligations, automatically applies to any micro-purchase, including those made with the Governmentwide purchase card. This clause prevents such violations of the Anti-Deficiency Act ( 31 U.S.C. 1341 ).