SMA – Software Maintenance Agreement
What is the software maintenance agreement?
The software maintenance agreement (https://legal.estos.de/content/latest/support-und-softwarepflege/leistungsbeschreibungen-support-und-softwarepflege/leistungsbeschreibung-software-pflege) enables the purchaser (service recipient) to update selected estos products to the latest product version during the term of the agreement.
Which general terms and conditions apply to the software maintenance agreement?
The "Terms and Conditions for Sub-leasing by Direct Partners" (https://legal.estos.de/content/10-2022/partnerprogramm/bestimmungen-fuer-die-weitervermietung-durch-direktpartner) apply between estos GmbH and its distribution partners, i.e. the distribution or estos direct partners. .
The "Terms and Conditions for Sub-leasing by Direct Partners" are the subject of an offer with a software maintenance agreement.
Which products are covered by the software maintenance agreement?
The software maintenance agreement is automatically activated upon new purchase or upgrade (also as part of a software assurance) for the following products (as of 28/9/2022):
- ProCall 8 Enterprise
Is a running SA (Software Assurance) for ProCall 7 Enterprise taken into account when upgrading to ProCall 8 Enterprise?
Yes, the SA (Software Assurance) is taken into account when calling up the ProCall 8 Enterprise licenses, i.e. a new software maintenance contract is not concluded. There is no automatic renewal. For the remaining term of the SA (Software Assurance) the same rules apply as for the software maintenance contract regarding the installation of new software versions.
What is the duration of the software maintenance agreement?
The software maintenance agreement is available with different minimum contract periods (12, 36 and 60 months) and is automatically extended by a further 12 months if it is not terminated by estos GmbH in due time (with extension agreement).
Within the scope of tenders, term-bound software maintenance contracts with 12, 36 and 60 months duration (i.e. ends automatically) can be requested.
What happens after an initial minimum contract period expires?
If no notice of termination has been given in due time, the software maintenance agreement shall continue to run at the agreed % rate with a minimum contract term of 12 months. This also applies to software maintenance agreements with an initial minimum contract term of 36 or 60 months. In this case, you benefit from the low percentage rate despite a 12-month follow-up contract term.
If the software maintenance agreement is terminated, the installed software version and all software versions still released during the term can be installed and used. This also applies to the smartphone apps that are installed during the term. In this case, the release date of the app is compared with the runtime. The latest versions of the apps only work with a running software maintenance agreement. Further details can be found at https://support.estos.de/de/procall-enterprise/procall-mobile-die-mobile-apps/aktuelle-procall-mobile-app-version-funktioniert-mit-procall-enterprise-nicht-mehr.
When is an internet connection required to review the software maintenance agreement? Is offline licensing also available?
When installing the software or updates, an Internet connection is required at the installed server. This also applies to situations where the smartphone apps are installed or updated.
When does the software maintenance agreement start?
The term of the software maintenance agreement begins with the issuance/provision of the licenses by estos GmbH to its trading partners. A grace period of 7 calendar days is added to the term of the software maintenance agreement in order to compensate for possible delays in the use of the licenses.
Does the SA (Software Assurance) still exist?
Yes, the SA (Software Assurance) is marketed in conjunction with products such as MetaDirectory 5 Enterprise or ECSTA 6. The SA has no automatic renewal.
A combination of software maintenance agreement and SA (Software Assurance) is possible.
Who is the software maintenance agreement concluded with? How does the reseller model work? How is invoicing?
The software maintenance agreement is always concluded between the end-user company and the authorized estos reseller or estos partner, who in turn concludes the agreement with the distribution. In the end, the distribution concludes the software maintenance contract on behalf of the authorized estos reseller or estos partner with estos GmbH. The payment flows are correspondingly: estos GmbH invoices the distributor, who in turn invoices the authorized estos reseller or estos partner.
Can the end customer "take" a software maintenance agreement to another dealer or continue it with another dealer?
A change of dealer can be done as follows:
- Termination of the existing software maintenance agreement
- Obtaining an offer for the purchase of a software maintenance agreement via a new procurement channel with specification of the products (licenses) for which the software maintenance agreement is concluded.
For the sake of traceability, information on the company name, address, tax number of the end customer is required.
After the purchase of the software maintenance agreement, the end customer is listed in the UCConnect portal (https://portal.ucconnect.de/) under the new dealer.This can also be done if the existing software maintenance agreement has not expired, i.e. the change can also be made to the "new" dealer before the software maintenance agreement with the "old" dealer expires.
How and when will I be informed about a termination date?
We send an overview to estos authorized resellers, estos partners and estos direct partners 12 weeks before the end of the contract or 6 weeks before the cancellation period to the e-mail address used for "Administrative contact" in my.estos.de.
The e-mail contains both terminated software maintenance agreements and software maintenance agreements that are automatically renewed as an overview.
How does the termination work? How long are the notice periods?
The notice periods apply between estos GmbH and the distributor, i.e. the distributor must send a contract by e-mail referring to the contract number to estos GmbH at email@example.com. estos will acknowledge receipt of the notice by e-mail to the sender and mark the notice accordingly.
Can a terminated software maintenance agreement be continued later?
Yes, a software maintenance agreement can be continued as long as the product is still offered. See https://support.estos.de/en/produkte/produktlebenszyklus-uebersicht.
The following regulation applies:
- Case A: During the first 3 calendar months after the termination date, the software maintenance agreement can be purchased and continued retroactively to the termination date without any surcharge.
- Case B: From the 4th month up to and including 12 months, the price of the software maintenance agreement is added proportionally for each omitted calendar month, i.e. min. 4/12 to max. 1x software maintenance agreement are added to the regular software maintenance agreement price.
- Case C: From the 13th month we charge 80% of the full license of the product plus a software maintenance agreement on the (non-discounted) full license.
In case A and case B, the term of the new software maintenance agreement shall commence upon expiration of the previous software maintenance agreement.
In case B, it can be possible that after 12 months, the double software maintenance agreement must be paid, which also expires in the 12th month. Since the notice period has already expired here and the software maintenance agreement is accompanied by a renewal agreement, the next 12 months will also be invoiced: 3x software maintenance agreement (12 months).
In case C, the term of the software maintenance agreement starts anew with the purchase.
Is it possible to re-license additional users even if the software maintenance agreement has expired?
An extension of the licenses is only possible if a current software maintenance agreement exists for the installation. See "Can a terminated software maintenance agreement be continued later?
Can the number of licenses and thus the expenses for the software maintenance agreement be reduced?
The number of licenses may be reduced for the next period of the software maintenance agreement, i.e. after 12 months at the earliest.
To do this, the current software maintenance agreement must be terminated and the follow-up agreement with a new desired number of licenses must be applied for.
A further reduction is only possible again in the next period.