Legal Basis for the Resale of Used Software

Our store is specialised in the resale of used (pre-owned) software licences within the European Union. The lawfulness of this business model is based on the EU doctrine of exhaustion of distribution rights for computer programs and the corresponding case law of the Court of Justice of the European Union (CJEU).

Under Directive 2009/24/EC on the legal protection of computer programs, the right holder’s exclusive right to distribute a particular copy of a computer program is exhausted after the first sale of that copy in the European Union/European Economic Area, where such sale is made by the right holder or with their consent. Once this distribution right is exhausted, that copy may be resold within the EU/EEA without requiring further authorisation from the right holder, subject to certain conditions.

In its landmark UsedSoft GmbH v Oracle International Corp. (C-128/11) judgment, the CJEU confirmed that this principle of exhaustion also applies to software that has been downloaded from the right holder’s website, and not only to software supplied on a physical medium. The Court held that where:

  • the licence is granted to the first acquirer for an unlimited period, and

  • the acquirer pays a one-time fee intended to remunerate the right holder for the economic value of the software copy,

the transaction is equivalent to a sale and the right holder’s distribution right for that copy is exhausted. The purchaser is therefore free to resell the licence, provided that they no longer use the software themselves and make their own copy unusable (for example, by uninstalling it and not retaining any backup copy).

On this basis, a subsequent purchaser of such a pre-owned software licence is considered a lawful acquirer of the program and is entitled to download, install and use the software to the extent permitted by the original licence terms, in accordance with Articles 4(2) and 5(1) of Directive 2009/24/EC as interpreted by the CJEU.

How We Ensure Compliance

To comply with this EU legal framework, our store applies the following principles to all pre-owned software licences offered for sale:

  1. Origin in the EU/EEA
    We only trade licences where the original acquisition took place within the EU/EEA from the right holder or an authorised distributor, so that EU-wide exhaustion of the distribution right applies.

  2. Perpetual Licences Only
    We trade exclusively in licences that were originally granted for an unlimited period (perpetual licences). Time-limited subscriptions or rental-type licences are not sold as “used licences”.

  3. No Parallel Use
    We obtain binding confirmations from the previous owner that:

    • the software is no longer used,

    • all installations are uninstalled, and

    • no copy of the program remains accessible to the previous owner.
      This ensures that the same licence is not used in parallel by more than one customer.

  4. No Unlawful Splitting of Volume Licences
    Where a licence was originally acquired as part of a volume or multi-user agreement, we only resell such licences in compliance with the applicable legal and contractual framework and do not split licence packages in a way that would be incompatible with the original rights granted.

  5. Documentation and Proof of Chain of Title
    We maintain internal documentation (such as invoices, contracts and de-installation confirmations) to demonstrate the lawful chain of title and the original first sale in the EU/EEA, so that the lawfulness of each resold licence can be substantiated if required.

Consumer Protection and Digital Content Rules

When we sell software to consumers, our contracts are also governed by the national legislation implementing:

  • Directive (EU) 2019/770 on certain aspects concerning contracts for the supply of digital content and digital services, and

  • other applicable EU and national consumer protection rules.

These rules set out your rights as a consumer in relation to the conformity of the digital content, available remedies in case of defects and, where relevant, rules on updates and support. Our Terms and Conditions, withdrawal policy and warranty provisions are designed to comply with these requirements in the Member State where our company is established and/or where we direct our sales.

Reservation

The resale of used software licences is a nuanced area of law and may be interpreted differently by courts and authorities in different EU Member States. Our business model and internal processes are structured to comply with the relevant EU legislation and CJEU case law as currently interpreted. However, nothing in this section shall be understood as a legal opinion addressed to customers, nor as a waiver of any rights we or the original right holders may have under applicable law.