EU software licence resale: the law, the limits and the sustainability case

What UsedSoft actually decided

The CJEU ruled in 2012 that a downloaded software copy sold for indefinite use against a one-off fee is functionally a sale, so the distribution right is exhausted and the copy can be resold within the EEA. A later buyer becomes a lawful acquirer entitled to make the copy needed to use the program.

Two limits shape everything that follows: the original holder must render their copy unusable, and a volume licence may not be split into individual seats when it was granted as an indivisible block.

Subscriptions are outside the doctrine

Exhaustion applies to perpetual licences. A Microsoft 365 subscription grants time-limited access and cannot be resold. That is why a genuine second-hand market exists for Office 2019/2021/2024 and Windows Server but not for cloud subscriptions.

VAT and cross-border purchases

For B2B buyers, digital licences supplied across EU borders normally fall under the reverse charge: the supplier invoices without VAT and the buyer accounts for it in their own return. Consumers pay VAT at their own country's rate under the destination principle.

So a licence bought from another member state is not cheaper because of tax arbitrage — headline price differences come from the seller's sourcing, not the VAT treatment.

• B2B cross-border: supply a valid VAT number, expect a zero-rated invoice with reverse charge noted
• B2C: VAT is charged at your country's rate regardless of where the seller sits
• Keep invoices — they are also your provenance record for the licence

The circular-economy angle

The EU Circular Economy Action Plan pushes to extend product lifetimes and cut premature replacement. Reusing licences supports that directly: a resold Windows licence keeps a working machine in service instead of pushing an upgrade cycle that would have replaced serviceable hardware.

Manufacturing dominates a PC's lifetime carbon footprint, so extending a fleet by three years through licence upgrades rather than hardware replacement is one of the cheapest emissions reductions an SME can make.