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Educational Software Thread, Microsoft Licensing - Changing to an Academy in Technical; We are about to change to an Academy in a couple of weeks time. I've been searching high and low ...
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    tmcd35's Avatar
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    Microsoft Licensing - Changing to an Academy

    We are about to change to an Academy in a couple of weeks time. I've been searching high and low for the answer to a simple question but so far have had little luck, so I thought I'd try the collective wisdom that is Edugeek.

    As an LEA school we have been purchasing perpetual Microsoft Licenses through an Academic Select Master Agreement held by the LEA. This is a central Master Agreement that all LEA schools purchase their MS licenses through.

    Simple question: When we become an Academy, do the MS licenses we have bought under this agreement transfer to our ownership?

    I asked Microsoft: Ask your AER/VER
    I asked our reseller: Microsoft haven't been able to come back to us with an answer
    I asked the LEA: Ask the team managing the the Academy transfer
    I asked the team: Read the Academy transfer agreement
    I read the transfer agreement: All software licenses transfer where there is no contractual clause in the license preventing their transfer
    I'm back to square one: do they transfer?

    I think, the licenses are linked to the Master Agreement. The Master Agreement is owned by the LEA and can't be transferred because it covers multiple schools. We are a new legal entity and thus no longer covered by the Master Agreement. End result: we have to buy new licenses.

    Am I right?

    Thanks

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    Michael's Avatar
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    Academies are businesses in their own right. The Academy 'idea' is essentially the privatisation of schools. If company A buys company B all licenses would belong to company A.

    Schools are being renamed in the process of changing to an Academy rather than purchased as such, so it would be an incredibly expensive excercise to re-purchase all software just for a name change. Schools are leased from the LA, so they still belong to the LA but they're run/managed/operated/legally responsible for by the Academy provider.

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    tmcd35 (22nd January 2013)

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    tmcd35's Avatar
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    Quote Originally Posted by Michael View Post
    Academies are businesses in their own right. The Academy 'idea' is essentially the privatisation of schools. If company A buys company B all licenses would belong to company A.
    Pretty much what I understood. But in this instance company A is not wholly buying company B. They are buying part of company B. The licenses in question (from the view point of the Master Agreement) cover other parts of company B. If the licenses where transferred to company A then surely other parts of company B (other schools) would no longer be licensed?

    Or can individual licenses be transferred irrespective of the Master Agreement they were purchased under?

    Schools are being renamed in the process of changing to an Academy rather than purchased as such, so it would be an incredibly expensive excercise to re-purchase all software just for a name change. Schools are leased from the LA, so they still belong to the LA but they're run/managed/operated/legally responsible for by the Academy provider.
    Is it the school as an entity being leased or the building? All other assets are being transferred in to the new companies ownership. Therefor it would suggest it's the building that's being leased. The school, as an entity, is now owned and operated by the trust.

    Since we are not buying out the LEA, just gaining ownership of a very small portion of it, do Microsoft allow the transfer of licenses bought under 1 master agreement to a new business that would (eventually) have it's own separate master agreement?

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    localzuk's Avatar
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    It is the land and building and contents that is being leased. The old school officially closes and a new one opens. Ok, in our case that meant that we opened with the same name and DfE number but officially, its a new entity.

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    tmcd35 (22nd January 2013)

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    tmcd35's Avatar
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    Quote Originally Posted by localzuk View Post
    It is the land and building and contents that is being leased. The old school officially closes and a new one opens. Ok, in our case that meant that we opened with the same name and DfE number but officially, its a new entity.
    So, back to the original question - new MS licenses all round?

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    plexer's Avatar
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    I guess the question MS should answer is that if a master agreement is terminated does this null and void all software purchased under it as it would effectively have the same end result.

    Ben

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    tmcd35 (22nd January 2013)

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    Michael's Avatar
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    Quote Originally Posted by tmcd35 View Post
    So, back to the original question - new MS licenses all round?
    All I will say is that there's been no mention or talk of re-purchasing new licenses. Maybe Michael Gove should answer this question - it was his 'master plan' idea to make all schools Acadamies.

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    localzuk's Avatar
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    I've been involved in 2 academy conversions now, one which used EES (which wasn't an issue at all), and one which was with Select licenses bought through an LEA. The latter did not have to re-buy anything, and they had a team of lawyers working on it at that one and a conversion management company (was complex due to it being a foundation school built under BSF!).

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    tmcd35's Avatar
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    Quote Originally Posted by localzuk View Post
    The latter did not have to re-buy anything, and they had a team of lawyers working on it at that one and a conversion management company (was complex due to it being a foundation school built under BSF!).
    That's interesting to know. But I'd be interested to find it if they asked the question, or just accepted - "all licenses are transferred".

    It's not a huge problem for us. We looking at moving to EES any way from April, and need to upgrade most MS licenses as well. The difference really is 2 months and a couple of server OS's we would otherwise have left.

    We've contacted all other software developers who are happy with the transfer. Capita want 200 to transfer our SIMS licenses. But no answer from Microsoft. There is a clause in the Academy Transfer document that mentions that software licenses are transferred to the new school as other assets are. But there is an exception in the clause which, along with my woolly understanding of MS licensing, as left me with some doubts.

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    twin--turbo's Avatar
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    Our two builds have just rolled on the licences changing organisation name, been like that for 4 years + no question from MS.

    Rob

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    tmcd35's Avatar
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    Quote Originally Posted by plexer View Post
    I guess the question MS should answer is that if a master agreement is terminated does this null and void all software purchased under it as it would effectively have the same end result.

    Ben
    An interesting question. Are Master Agreements ever terminated? or does the period during which you can make additional purchases under that agreement end? If the Master Agreement ended, then the licenses wouldn't be perpetual unless the licenses themselves are separate from the Master Agreement, in which case they can transfer to the new school?

    The problem for me is that if I wanted to download some software that I have licensed from the Volume License Service Center, I need to enter the Master Agreement number the license was bought under, even if the master agreement has expired. Since the master agreement is owned by the LEA, and I'm no longer part of the LEA, am I still allowed to use their Master Agreement details to log into the VLSC to full fill my licensing requirements?

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    If you are no longer part of the LA then you have to have your own agreement and so are not able to log into their agreement. Licences can be transferred as long as there is not a clause in the agreement which says they cannot be transferred, or if there are clauses which require you to pay something such as an annual cost tied to that specify agreement.

    Operationally (from talking with some EdLARs) you get your own agreement, buy nominal licences to be able to access the software you need, ensure that you have documentation to say you purchased the originals via a previous Agreement and then a letter from the designated person in the LA to say the assets are being transferred as part of the conversion process (which will probably have a line in there about any transfer being dependent on MS agreeing to honour the licence, etc). This is how I have seen it done so far but is obviously subject to any specifics within any agreement.

    I would speak with a decent EdLARs about this when setting up your new Agreement and talking them through the above and see what they think.

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    tmcd35 (22nd January 2013)

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    plexer's Avatar
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    We moved over to an EES agreement and when we re-newed it we re-newed and changed the name so licence coverage for the core apps wasn't an issue.

    Ben

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    tmcd35's Avatar
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    We're moving over to EES anyway. The way we are looking at it at the moment is to say, we'll move a couple of months early. There are a couple of perpetual Server OS and SQL licenses we wouldn't have repurchased but for the sake of 1k-2k we might has well and know we are 100% correctly fully licensed.

    On balance I'm beginning to think the licenses probably do transfer but it would have been nice to see something official to that regard. Always interesting to see how little Microsoft want to say on the subject ("ask your reseller"). It's just the wording or the software transfer clause in our Academy Transfer Agreement with the LA and my understanding of how MS licensing is supposed to work is at odds with the licenses being transferable; I just can't shake that feeling!

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