What is pre-owned software?

Pre-owned software is software that was initially purchased by a user, installed on his computer, and was therefore accounted as an asset on his balance sheet. Since software does not wear out, the value of the software license is not reduced over time. The price is only determined by supply and demand. Nevertheless software often stays unused on the companies? computers. Usually, companies do not even know which valuable licenses are unused only ca. 50% of all german companies regularly check these stocks. Contrary about 30% are over-licensed. Having detected these values, they can be used to the company's advantage.



Are purchasers of pre-owned software entitled to use the update functions?

Yes. If the software was updatable before the sale, it also will be after the transfer of license. The purchase of pre-owned software does not lead to any losses.



Why does not everyone buy pre-owned software by SAP or Microsoft yet?

The awareness of being able to buy affordable used software from colleagues of other companies is not present on the market yet. Some brokers attempt to make this option public; however, they face certain insecurity – often caused by the licensor – among the respective companies.



Can I only purchase older or also current software from you?

Susansoftware provides the customer with older as well as current software. Susansoftware receives the current software not as a new good from a wholesaler. It derives from the purchase of unused licenses from insolvencies, company take-overs, and changes of system software or production. In many cases the software packages are originally shrink-wrapped.



Do I have a loss of quality if I purchase pre-owned software?

Purchasing pre-owned software does not lead to any losses of quality for the purchaser. Software has a feature not to wear out. In fact newer versions are offered on the market, however, it does not mean that already existing software is obsolete. Of course, the older software still fulfills its purpose. The used software corresponds to the new one and can always be re-used. Therefore the “second- hand- software“ is as good as the original. A further advantage when purchasing pre-owned software is the significant cost saving compared to the purchase of current license products the quality remains the same.
A purchaser of a SAP-license would only have a loss of quality, if the purchase of the licenses did not include a maintenance contract. Our experience as well as a written statement by SAP showed that SAP offers all purchasers of used SAP-products maintenance. Thus also after the license purchase, SAP provides the customer with the reliability and quality of its products.
The maintenance of Microsoft products is subdivided into two versions. There are on the one hand supported versions with regular bug fixes, error treatment, and patches. On the other hand the no longer current versions like Windows 95 which are not supported anymore, independent of whether the software is used or new.



May I sell on an OEM-version? The license agreement that I have to accept for the installation with a mouse click prohibits it.

Yes, you may! You are neither liable to prosecution nor to compensation. The license agreement is only part of the purchase contract if you buy the software directly from the manufacturer. You do not need a “permission” (that’s what the word “license” means) from the manufacturer. OEM is the acronym for "Original Equipment Manufacturer".



Can I as a private person buy licenses from you?

Yes, also private persons are free to purchase pre-owned software. Just like a tradesperson, you have to meet the manufacturer’s guidelines. Send your inquiry to us via Email. Please note that Susensoftware can rarely meet individual orders; for these cases we recommend Ebay.



Is the support guaranteed for pre-owned software?

Primarly it is necessary to distinguish between support and maintenance. A software manufacturer offers product support on the basis of the seller’s warranties, which typically can be used without restrictions by all licensees. This includes the correction of software errors in the form of patches. In addition to this duty, several software manufactures, especially SAP, offer maintenance subject to charge. For the licensee this often leads to a more stable use of the software.

Whether maintenance is necessary, required or not provided depends on the implemented software product. In order to guarantee the quality and reliability of its software products also after the license purchase, SAP for example, consented in writing to provide the purchasers of pre-owned SAP software with maintenance. As an alternative, Susensoftware with the help of its partners, offers cost-optimised maintenance solutions for SAP R/3 systems if required.

Several are of the opinion SAP-licenses in the production, warehouse management, etc. do not require maintenance, since they are rarely subject to changes in statutory regulations – contrary to the fields of human resources management (HCM) and finance (FI/CO). With Microsoft you usually do not need any maintenance.



From where does Susensoftware get the pre-owned software licenses?

Susensoftware receives the pre-owned software from three different sources: Insolvent companies offering their valuable software licenses in order to repay debt. Leasing companies offering the so-called leasing returns for re-sale. Leasing returns are software that was provided by a leasing company to another company for a limited period of time and is returned after the expiration of contract.

Ordinary companies that are over-licensed as a result of sale, restructuring or reduction of jobs. Further reasons to sell software licenses are:

  • Change to another system software
  • Change to another range of products
  • Change to another manufacturer
  • Malinvestment




Who buys pre-owned software?

We believe in social market economy. Our customers are dependent – on their customers – but not on their suppliers.
Our customers if ever want to swallow competitors, but not foreign standards.
Susensoftware counts among its customers, companies from various fields, such as financial service providers, automotive suppliers, and trading companies. All companies have one thing in common: A limited budget for the area of IT, which usually decreases every year. Nevertheless, all planned projects must continue and new software needs to be bought. With the purchase of pre-owned software, these companies recognize a significant saving of costs and therefore are able for example to run projects that were not even part of the budget beofre. The liquidity of the total company could be increased; but in most cases the money is spent in the particular department. Further a pressure to change burdens on the company. Everybody expects that something will be taken from him, because it cannot keep going like that. The slogan comes up: If I use the market leader, I also want the best price. Or: If I most often rely on SAP anyway, I also want to use every possible freedom!
There is yet another reason to implement pre-owned software: Often companies do not need the latest software licenses, since their employees are rather trained to use older versions and throughout the company installed the older versions comprehensively. This concerns examples such as Windows 98 and SAP R/3. However, software manufactures do not deliver these versions anymore; Susensoftware helps.

Advantages

  • Significant savings potential (up to 50%) without loss of quality, as compared with the first purchase of the software
  • The product quality remains the same (software does not wear out)
  • Purchase is legally protected due to the coordination of the license transfer with the manufacturer
  • Increase of liquidity
  • After sales services (maintenance, support) are guaranteed
  • Simple transaction due to online order system
  • Fast delivery and after sales option
  • Optimisation of business processes with regard to cost savings
  • No supply shortfalls
  • Saving of working hours
  • Prevention of under-licensing due to quality software management
  • Image enhancement




Which software license packages can I sell to Susensoftware?

Susensoftware has specialized on all Microsoft- and SAP-products. Susensoftware not only aquires current versions, but also software that has been on the market for a longer time (e. g. MS DOS 6.22 and Office 97) in large amounts. We can publish software products of other manufactures on our special items list. The sale is accomplished as soon as a purchaser is found.



Is a notarial attestation necessary?

No. Susensoftware hands original documents of the software manufacturer (e.g. Microsoft) over to each customer, if they are available.

There are various cases when original documents are not available. When selling parts of a contract, for example, we will not fall back on a notarial attestation, but instead organise the sale in agreement with the Court of Justice of the EU (CJEU)(Case C-128/11 - 3rd July 2012).



What kinds of multiple licenses are there?

Other kinds besides the usual workplace licenses are:
  • concurrent user license
  • named user license
  • enterprise license
  • volume license (depending on usage)
  • net license (for a network)

The sale of multiple licenses sometimes is equivalent to a right of reproduction with the determination of the exact number of permitted copies. When selling these licenses, take care that the purchaser is already in possession of this or a similar right of reproduction. Otherwise, one could assume that the licensor did not want to entitle the licensee to this right of reproduction. If that was the case, one has to reckon that the licensor contests the sale of the right of reproduction. This certainly is a side issue. But sometimes these side issues are decisive!



I did not receive any documents from the software manufacturer after the purchase. What does that mean?

This is a difficult answer, since there are also licenses that can only be reached or covered by a numerical code on the internet. As a rule, however, an acquisition in good faith is not possible when purchasing software licenses. When buying software, it is not sufficient, for example, to receive just an invoice or a notarial attestation. You should insist on documents or at least duplicates of the manufacturer corresponding to the licenses. Otherwise, one can assume that the ownership cannot be proven. In plain, the missing of the respective documents may mean that you do not own the licenses. As a result, you will be liable for breach of license due to under-licensing. This, as a rule, results in the licensor’s claim for indemnification in the amount of the licenses’ original price. In addition, you will be requested to purchase the licenses. In this way, you pay for them several times. But there’s even more to it. Depending on the implementation of the illegally used licenses, the profit generated with them may be skimmed off. Evidence may be difficult in a given case, but the risk remains. Absolutely no bargain for the licensee!



What do I have to consider when selling used software?

The manufacturer has issued individual license agreements for every software product. These provisions vary greatly from manufacturer to manufacturer and from product to product. It is important to check in detail which parts of the license terms apply or not apply. If a licensee wishes to sell software licenses, he should stick to the corresponding valid license conditions of the respective software provider and refer to the European Court (cf. EuGH decision C-128/11 - 3rd July 2012). Our check list provides tips for the selling of software licenses. For further questions, please call us under +49 (0)2406 98 96 290.



Which problems may occur when selling or buying licenses?

Problems may sometimes arise when the seller of used software licenses does not adhere to the sale conditions described in the license agreement. Difficulties do arise, such if the seller keeps the update on his computer and wants to sell the underlying full version. Therefore, before the sale or purchase of licenses to or from a third party, one should always make sure that the licenses are alienable and complete. Please also note that software products that were only supplied as a download version are resellable according to European law, yet. Our check list may help you.



What do I need to know about usage restrictions?

The prohibition of reproduction as a rule does not seem to be applicable because the loading of the software into the memory already is a reproduction. §69d section 1 of the copyright act allows the reproduction for the intended usage. The prohibition of safety copies as a rule is probably inefficient in accordance with §69d section 2. Even decompilation in order to produce an interoperability seems to be possible in accordance with §69e. For answers to individual questions, please contact a specialized solicitor.



What do I need to know about the GTC?

As soon as individual parts of the GTC are discussed in the purchase negotiations, they may turn into an individual agreement. This probably also applies when the alterations are legally ineffective and – which is even more important – when they were only discussed without really altering the GTC.



What does "first sale doctrine" mean?

§ 69c no. 3 p. 2 of the German Copyright Act: "Where a copy of a computer program is put into circulation by way of sale in the territory of the European Communities or of another Contracting State of the Convention Concerning the European Economic Area with the consent of the right holder, the distribution right in respect of that copy shall be terminated, with the exception of the rental right."

Explanation

Regarding the resale of used software, users are often insecure. Mostly, users fear injunction or compensation claims from the manufacturer. According to German copyright law, the manufacturer abandons his right to control or restrict the transfer of the respective sold program copy with the first sale of his products. Which means that he is in no way entitled to prohibit the further distribution of a once sold program copy. If the manufacturer’s right in the software terminates with the first sale, the second purchaser may become legal owner, and the manufacturer has no copyright injunction or compensation claims against the customer. The first sale doctrine is compelling law which cannot be waved contractually. This means: Contrary license agreements of the manufacturer become invalid at the time of termination.

We differentiate between national and international termination: National termination means that if the software was put into circulation, for example in Germany, it may be sold to a new owner within Germany, because according to German law, the purchaser cannot be prosecuted by the licensor.

International termination means that if the software was put into circulation, for example in Germany, it may be sold to Europe (see above), for example the Netherlands, because according to European law, the purchaser cannot be prosecuted by the licensor. Licenses may be transferred within a company from one branch office to the other, as long as the “parent company” holding owns more than 51% of the shares. I do not know the applicable laws because this fact is beyond dispute and no longer discussed.

But what about non-EU-countries? If an office branch acquires licenses in Europe and transfers them internally, we do not see any restrictions on the SAP-sector. If the licenses are purchased directly, one could check if the licensor could appeal to the national law in order to prohibit the use. An international termination, however, is rather the exception (see Switzerland) and may lead to restrictions for the individual.

There are further issues, like "data medium available?" und "Download supply", in the SAP-sector; however, they can be neglected.



When can software be sold?

The purchaser of a pre-owned software license becomes lawful acquirer of a copy of the program and may also make use of the right of reproduction if the right to distribution of the program copy pursuant to Art. 4 para. 2 of Directive 2009/24/EC has been exhausted and is connected to the delivery of the copy of the program.
The crucial question: When is the right to distribution exhausted? The exhaustion of the distribution right of the copyright holder depends on a number of conditions:
  1. The copyright holder must have granted the original buyer the right to use that copy for an unlimited period.
  2. The first acquirer must render their copy of the program useless.




What are volume licenses?

The concept of volume licensing refers to several licenses that can be obtained by a company via a download link. The company that decides to enter into a volume licensing agreement then receives a link through which the software can be installed on computers. Here, the number of licenses purchased of course determines the number of computers that can be equipped with the software. Compared to so-called single-user licenses, no accessories (manual, CD-ROM or packaging material) is included in the volume licensing agreement.

The ECJ ruling that was handed down in the suit between usedSoft and Oracle can apply also in relation to the volume of licenses. It is also possible in this case to speak of the existence of exhaustion. In order to further support this stance, the OLG (Higher Regional Court) in Frankfurt am Main spoke in favor of possible exhaustion of volume licenses in 2012. Impermissible splitting of a volume license does accordingly not occur even when the individual licenses are "removed" for sale.



I only need SAP licenses for 6 months. Does that work with pre-owned software?

The purchase of pre-owned SAP software is especially suitable if you require the SAP licenses only for a limited period of time. You become the legal owner of the SAP software and can implement it without the risk of under-licensing. Our partners would like to help you with the installation, adaptation and operation.



Is it possible to buy used SAP Software when we are forced to buy more licenses later?

If the systemmeasurements conclude that more users are working with the system than licenses acquired new licenses have to be bought. These missing licenses can be bought at the second hand market. The License management (like monthly measurements) ensures forsighted acting.



How to save money during SAP operation?

Two cost factors are driving up the use of SAP software:
  1. Investment costs
  2. Software maintenance
In both areas, alternatives may lead to savings. In addition, an established software license management and modern purchasing can be useful. Since different departments are involved in the SAP operation, cooperation should be fostered internally so that external suppliers will not play the stakeholders against each other.
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