The Syspro subscription transition is the change announced in a formal notice on Syspro’s website dated 2026-07-15. It sits beside the General Terms and Conditions, the standard contract terms that, with an Order Form, govern Syspro products and services.
The notice
What changes
The notice says Syspro is discontinuing the Initial License Fee and Annual License Fee model, and that going forward its software will only be available under a named-user, subscription-based platform model, applying to all customers.[1] It says the change was communicated to customers by email earlier in 2026 and that the notice is the formal notification by Syspro of the termination of the current arrangement.[1]
Dates
| Customer location | Licence in force until | New subscription needed from |
|---|---|---|
| Outside the United States | 31 October 2026 | 1 November 2026 |
| United States | 31 December 2026 | 1 January 2027 |
Source: formal notice.[1]
Until the expiry date, the notice says, everything paid for continues as normal and access, support and entitlements are unchanged.[1] The notice does not modify the current agreement.[1]
Agreements without a fixed expiry date
If an agreement has no fixed expiry and continues until terminated by either party, the notice states that it constitutes formal written notice that Syspro is terminating the agreement under that provision, effective on the same dates.[1] Customers whose agreement has a fixed expiry date should check that date, because the notice says each customer has an individual expiry date.[1]
After expiry
From the expiry date the Annual License Fee model is no longer available, and continued use needs a new subscription agreement. The subscription gives access to the full Syspro module entitlement, not just the modules in the current licence, which the notice calls a material improvement.[1] Customers that do not move should plan to transition to another solution before the expiry date, because afterwards they will no longer be able to access Syspro.[1]
Data and fees already paid
On cessation of the current licence the customer has the right to export its data, and Syspro will provide a process on request.[1] A customer that paid an Initial License Fee paid it for the licensed term covered at the time, and the notice says the fee does not carry forward as a perpetual right to access the software after the expiry date.[1]
Reading the notice
Several points deserve care. First, the notice is a vendor statement of intent and a notice of termination; it is not the new subscription agreement, whose terms (price, quantity of named users, modules, term, renewal) are not public. Second, the licence file mechanics described in Syspro’s help, including annual renewal and a new LICENSE.XML file, were written for the previous model.[3] Third, the notice defines “Syspro” as the contracting entity named in the agreement, one of eight Syspro companies.[1] The notice does not say whether deployments must move to the cloud.
General Terms and Conditions
Structure
The General Terms and Conditions state that the agreement comprises them, the Order Form and the Specific Terms and Conditions or other written agreement.[2] The engagement is non-exclusive and continues until terminated by either party in writing, and the parties may extend for a further Term.[2] Appendix A lists the specific terms by deal type, including the EULA for licence deals and hosting and support agreements for private hosting and Cloud ERP.[2]
Fees and payment
- Payment. Invoices are payable within 30 days of issue, in full and without deduction or set-off.[2]
- Expenses. Expenses Syspro incurs for professional services and not included in the fees are reimbursed within 30 days of invoice.[2]
- Fee increases. Syspro may increase annual fees during any Contract Period, including the initial one, taking into account (without limitation) inflation, the number of deliverables purchased, its price list, infrastructure usage patterns, third-party fee increases and a customer upgrade or increase in deliverables.[2] There is no stated percentage cap.
- Interest and taxes. Interest accrues on overdue amounts, and fees exclude taxes, with gross-up if the customer must withhold.[2]
- Appropriation. Syspro may appropriate any payment to any debt owed by the customer, whenever it arose.[2]
Non-payment and suspension
If the customer fails to pay on the due date and does not remedy within five Business Days of being called upon, Syspro may suspend the products or services for as long as the breach continues. It is not liable for loss from the suspension, the customer indemnifies it, and the customer pays the costs of disconnecting and reconnecting.[2] Suspension does not excuse payment.[2]
Breach and termination
A party may cancel after a material breach is not remedied within 21 Business Days of written notice, or immediately on insolvency, de-registration, cessation of business or illegal activity.[2] On termination of the Order Form all licences and rights terminate; the customer pays all fees to date; if termination is before the end of the Term or a renewal Term, the customer immediately pays all fees that would have been payable for the balance of the Term plus costs Syspro incurs, including amounts owed to third parties; and Syspro is not liable for deleting customer protected data or ending rights of use.[2] Terminating the General Terms terminates all remaining agreements.[2]
Liability and warranties
Syspro’s aggregate liability is limited, for any year, to the fees that accrued in the preceding 12 months; liability for breaches of the confidentiality, intellectual property, personal information and anti-bribery clauses is limited to three times that amount. Neither party is liable for special, indirect or consequential loss.[2] Syspro does not warrant uninterrupted use or that the deliverables meet the customer’s requirements, the customer is solely responsible for choosing and assessing suitability, and other warranties are excluded to the extent permitted by law.[2]
Indemnities and intellectual property
The customer indemnifies Syspro against claims caused by failing to obtain and maintain licences for software Syspro requires to perform the deliverables (unless Syspro is responsible for obtaining them) and by acts or omissions that hinder performance.[2] Intellectual property developed by Syspro for the customer, including fixes, customisations, improvements, external integrations, modifications, releases, updates and custom development, is owned by Syspro, which may use and license it to third parties and other customers, with the customer ceding any rights.[2] For third-party infringement claims about the products or services Syspro conducts the defence at its cost and may modify the products or obtain a licence; it has no liability where infringement results from customer or third-party modification or use contrary to the agreements.[2] Syspro may also vary the items and content that constitute the products.[2]
Other terms
- References. Syspro may use the customer’s name and logo as a reference and may refer publicly to the customer in marketing, under a royalty-free licence.[2]
- Non-solicitation. For the duration and six months after termination, neither party may induce the other’s staff working on the agreement to leave, except those who respond to a general advertisement.[2]
- Force majeure. Obligations are suspended during force majeure, and after 60 Business Days without reasonable prospect of cessation the other party may terminate.[2]
- Anti-bribery and sanctions. Syspro may suspend or terminate with immediate effect on a good-faith belief of material breach or if the customer becomes a restricted party.[2]
- Disputes and law. Disputes go to contact persons, then chief executives, each for 10 Business Days, then the forum stated in the Order Form; the agreement is governed by the laws of the Territory.[2]
- Assignment. Needs the other party’s written consent, not to be unreasonably withheld or delayed.[2]
- Costs. The prevailing party in an action recovers reasonable costs, including attorneys’ fees.[2]
Audits and compliance
The General Terms have no clause on usage audits or a defined true-up process. Licence compliance therefore depends on the Order Form and the EULA, which are not public. The terms do give Syspro the suspension and termination remedies above, and the customer’s indemnity for licences it must hold. Customers moving to a subscription can usefully record, before the expiry date, their current users, modules and deployed environments, and the date on which each agreement expires. See License compliance and Subscription and consumption licensing.
Out of scope
- The Syspro EULA, Order Form, Hosting and Support Services Agreements and Professional Services Agreement.
- The pricing, quantities and term of any new subscription agreement.
- Maintenance and support terms for the pre-transition on-premise model.
- Data protection and the Territory-specific law that governs an agreement.