Redundant software licences – what is surplus software?

In the context of selling used software licences, the question arises: what are redundant software licences? In principle, these are valid rights to use software that is no longer needed in the company.

Here are a few reasons why redundant licences accumulate:

• Changed requirements: if requirements change, e.g. due to a reduction in the number of employees or a change to a different software, licences may remain unused.
• Automatic renewals: subscriptions that automatically renew can result in unnecessary licences if they are not actively managed.
• Bundled offers: software is often sold in packages that contain more licences than are actually needed.
• Migration to the Cloud: the company decides to switch to the cloud, making existing licences redundant.
• Duplicate purchases: if different departments of a company purchase the same software independently of each other, overlaps can occur.

Effects of redundant software licences

• Increased costs: unnecessary licences incur additional costs that put a strain on the IT budget and divert resources from other important projects.
• Complex administration: too many licences make administration more complicated and can lead to confusion and inefficient use of resources.
• Legal risks: companies must ensure that their licences meet legal requirements. Unused licences can lead to violations of licence agreements.

Legal situation

The sale of used software licences has been legal since a decision of the European Court of Justice (ECJ) in 2012. In the seminal judgment (C-128/11), the ECJ ruled that the first purchaser of a software licence may resell it, even if the software was purchased only as a download and not on a physical data carrier. This applies regardless of the manufacturer's licence conditions. The Court emphasised that the principle of exhaustion of the distribution right also applies to downloaded software.

The legal sale of licences no longer required

Microsoft software licences that are no longer needed can be legally resold. s2-Software offers a legally compliant and audit-proof option for doing so. Since its foundation in 2016, s2-Software has specialised in the legally compliant transfer of Microsoft software licences, thus ensuring full legal certainty for both buyers and sellers.

These measures can not only save companies money, but also improve the efficiency of their IT resources and minimise legal risks.