Sole Discretion

What is sole discretion?

"Sole discretion" means one side alone gets to decide something, using its own judgment, without needing the other side's agreement. When a vendor's terms say "we may do X in our sole discretion," you have no say in that decision under the contract.

You will also see "absolute discretion," "at our discretion" or "as we determine." The idea is the same: the vendor makes the call.

The GitHub Terms of Service use it twice. GitHub "in our sole discretion, will determine abuse or excessive usage of the API," and reserves the right, "at our sole discretion," to amend its terms at any time.

Not every vendor uses the phrase. The AWS Customer Agreement does not contain it.

Where it is risky

The phrase matters most when it sits next to something that costs you money, access or data. Watch for it in these places:

• Changing the terms: combined with a unilateral amendment clause, it lets the vendor decide what to change and when.
• Usage limits: the vendor decides what counts as "excessive" or "abuse," which can lead to throttling or extra charges. See fair use policy.
• Suspension: the vendor decides when to cut off your account. See suspension of service.
• Pricing: the vendor decides when fees change or what a plan includes.
• Material change: the vendor decides whether a change is important enough to warn you about. See material change.

A real change we caught

Venpo flagged that Box can now throttle you before you hit your limit. In June 2026, Box's Fair Use Policy gained a section that lets it throttle, rate limit or temporarily suspend service when your usage "exceeds or approaches" your limit. When a vendor can act before you reach the limit, the number printed in your plan is no longer the only line that counts.

Why it matters to you

Sole discretion turns a rule into a judgment call, and the judgment belongs to the vendor. You cannot plan around a threshold you cannot see. If the vendor suspends your account or charges for "excessive" use, you may have little to point to in the contract when you push back.

It can also make a dispute harder for you. Arguing that a decision was unfair is tougher when the contract itself handed that decision to the vendor.

What to check

• Search each vendor's terms for "sole discretion," "absolute discretion" and "as we determine."
• Note which decisions they cover: suspension, pricing, usage limits, changes to terms.
• For those decisions, look for a written standard, advance notice or a chance to fix the problem first.
• In a negotiated contract, ask to replace "sole discretion" with "reasonable discretion" or a clear, measurable rule.

How Venpo helps

Discretion clauses can appear or widen in any update. Venpo watches your vendors' terms and other public legal pages and emails you a plain-English alert when they change, with what changed and why it matters.