Discount-Licensing

Discount-Licensing is a Burton-upon-Trent, England-based software-licensing broker and vendor specializing in the secondary market for volume software licences. The business was founded in July 2004 as Disclic Ltd by Noel Unwin and Jonathan Horley, and changed its corporate name in 2006 to Discount-Licensing.com Ltd. It subsequently became known publicly as Discount-Licensing. The company’s central proposition is to help organizations acquire legally transferable software licences that have previously been held by another organization. It typically sources licences from liquidators of businesses that have ceased trading, or from companies reducing their information-technology requirements. These licences can then be sold to new users at a discount to the cost of new licences, creating a parallel market alongside conventional software sales and subscription channels. Discount-Licensing has primarily dealt in Microsoft volume-licensing programmes, including Open, Select and Enterprise arrangements, and has also traded in SAP licences. Its Microsoft-related catalogue has included Office, Windows Server, Client Access Licenses, Exchange and SQL Server licences. The company does not generally offer desktop Windows licences or Software Assurance rights where the relevant contractual terms do not allow transfer. Availability is dependent on the specific agreement, transfer rights and inventory held by the business; buyers may therefore have to select from complete licence agreements rather than assemble an exact custom combination. The company’s operating model does not always require it to take legal ownership of the licences. In some transactions, the original holder transfers the licences directly to the new holder, while Discount-Licensing facilitates the process and documentation. Licence agreement numbers can be used by recipients to register volume licences in Microsoft’s Volume Licensing Service Center and to obtain applicable volume licence keys. The company has also described more complex arrangements for certain post-October-2007 licences, including the possible transfer of a company that holds the relevant licences. Discount-Licensing attracted attention because it was among the first businesses to establish a secondary market for Microsoft volume licences that Microsoft accepted as valid. Its launch was expected by some observers and software resellers to disrupt software pricing and the established reseller channel. The predicted disruption did not become substantial: the secondhand market remained small relative to the primary market. Instead, the market developed as a specialist parallel channel for organizations seeking particular legacy or non-current software versions, or for organizations that might not otherwise have purchased licences at new-product prices. The business has operated across national borders and has stated that it transferred licences internationally after receiving advice from Microsoft that such transfers were permissible. Its model exists within a legally complex area shaped by contractual transfer provisions, corporate divestiture rules and European software-law principles. A 2012 Court of Justice of the European Union decision concerning exhaustion of rights and the Software Directive reinforced the legal basis for the resale of certain used software licences. Subsequent German decisions further clarified aspects of the resale market. Microsoft has historically viewed the resale of some older licences as taking advantage of unintended divestiture provisions. In October 2007, Microsoft introduced contractual language intended to prohibit resale of licences. Secondary-market providers identified alternative legal and contractual mechanisms for eligible transactions, making transfers more administratively complex. Despite this tension, Discount-Licensing has been described as a Registered Microsoft Partner and authorized Microsoft reseller, and has characterized its relationship with Microsoft as generally good. The company’s distinctive position is therefore not as a mass-market software brand, but as a specialist intermediary operating between software owners, liquidators and organizations seeking discounted or legacy volume licences.

Discount-Licensing began in July 2004 as Disclic Ltd, founded by Noel Unwin and Jonathan Horley in Burton-upon-Trent, England. The company was created to serve an emerging secondary market for enterprise software licences. Rather than selling newly issued software directly from a publisher, it brokered licences that had belonged to organizations that were liquidating, closing operations or reducing their information-technology estates. In 2006, Disclic Ltd changed its name to Discount-Licensing.com Ltd. The new identity emphasized its commercial proposition: making eligible software licences available at a discount to the price of new licences. The company became particularly associated with Microsoft volume licensing, including Open, Select and Enterprise agreements. It also traded in SAP licences. Its inventory included products such as Microsoft Office, Windows Server, Exchange, SQL Server and Client Access Licenses, while excluding categories whose contractual rights generally did not permit the same kind of transfer, including desktop Windows licences and Software Assurance rights. The launch of the business generated predictions that secondary licensing would significantly disrupt Microsoft’s prices and established reseller network. Some resellers reportedly reacted with surprise or hostility. In practice, the secondary market remained much smaller than the primary market. It developed as a specialist parallel channel, serving customers seeking specific previous versions of software, customers needing a particular legacy configuration, and organizations for which the cost of new licences was prohibitive. Discount-Licensing’s transactions have involved both outright brokerage and facilitated direct transfers. In some cases, the original licence holder transfers the agreement directly to the purchaser, with Discount-Licensing coordinating the commercial and administrative process. Agreement numbers can be registered by the recipient in Microsoft’s Volume Licensing Service Center, allowing access to applicable volume licence keys. The transfer process is dependent on the wording and date of the underlying agreement. For some licences created after October 2007, the business has described arrangements involving the transfer of a company that owns the licences, reflecting the effort required to work around restrictions introduced into later licensing terms. The company’s business model developed against a contested legal and contractual background. Microsoft regarded some resale activity as exploiting an unintended loophole in older divestiture provisions. In October 2007, Microsoft introduced terms intended to prohibit resale of licences. The secondary market nevertheless continued through transfers that providers considered legally permissible under applicable contractual and statutory principles. Discount-Licensing has been described as a Registered Microsoft Partner and authorized Microsoft reseller, and it has characterized its relationship with Microsoft as generally good, despite the underlying disagreement over the scope and intent of resale restrictions. European legal developments strengthened the market’s position. A 3 July 2012 Court of Justice of the European Union ruling concerning exhaustion of rights and the Software Directive was important to the legal treatment of used software licences. Later German rulings, including a Federal Court of Justice decision of 17 July 2013 and a Münster Public Procurement Chamber decision of 1 March 2016, further addressed the rights of licence holders and the conditions under which software licences could be resold. Discount-Licensing has also operated internationally, including transfers between countries after advice from Microsoft that such transactions were permissible. Its importance lies less in scale than in market structure: it helped formalize a channel through which enterprise software licences could be detached from an original corporate user and placed with another organization. The company remains a niche business serving organizations that value discounted access, legacy compatibility and assistance with complex volume-licensing transfers.

• 2016

  Münster procurement ruling

  [1]Discount-Licensingen.wikipedia.org

  A 1 March 2016 Münster Public Procurement Chamber ruling reaffirmed principles concerning the transfer and resale rights associated with software licences.

• 2013

  German Federal Court of Justice ruling

  [1]Discount-Licensingen.wikipedia.org

  A 17 July 2013 decision helped clarify the legality of secondhand software licences under German law.

• 2012

  European Court of Justice ruling supports legal principles for used-software resale

  [1]Discount-Licensingen.wikipedia.org

  The 3 July 2012 ruling addressed exhaustion of rights and the Software Directive, reinforcing principles relied upon by the European secondary software market.

• 2007

  Microsoft adds anti-resale language to licence terms

  [1]Discount-Licensingen.wikipedia.org

  Microsoft introduced contractual language intended to prohibit resale of licences issued after October 2007, increasing the complexity of later secondary-market transfers.

• 2006

  Corporate name changes to Discount-Licensing.com Ltd

  [1]Discount-Licensingen.wikipedia.org

  Disclic Ltd adopted the Discount-Licensing.com Ltd name, aligning its corporate identity with its discounted secondary-market licensing proposition.

• 2004

  Disclic Ltd is founded

  [1]Discount-Licensingen.wikipedia.org

  Noel Unwin and Jonathan Horley founded Disclic Ltd in July 2004 in Burton-upon-Trent, establishing a specialist business for brokering secondhand Microsoft software licences.

A specialist secondary-market broker for transferable enterprise software licences, positioned around lower acquisition costs, access to legacy software versions and assistance with complex licence-transfer documentation.

• Productivity software licensing

  Microsoft Office volume licences

  Discount-Licensing trades in eligible secondhand Microsoft Office volume licences. These agreements can provide access to current or previous Office versions where the original licensing arrangement permits transfer. Availability depends on the company’s inventory and the specific agreement, so customers may need to acquire complete available licence blocks rather than select every licence individually.

• Server software licensing

  Windows Server licences

  Windows Server licences are among the enterprise products handled through Discount-Licensing’s secondary-market model. The offering is focused on transferable volume agreements rather than ordinary retail desktop Windows products. Customers may use the channel to obtain a version compatible with an existing infrastructure standard at a lower acquisition cost than a new licence.

• Access and server licensing

  Microsoft Client Access Licenses

  The company trades in transferable Microsoft Client Access Licenses, which provide access rights associated with eligible Microsoft server environments. These licences are commonly tied to volume agreements and are subject to the transfer conditions of the original contract. Discount-Licensing’s role is to identify available agreements and facilitate the documentation required for a new user.

• Enterprise communications software licensing

  Microsoft Exchange licences

  Eligible Microsoft Exchange volume licences form part of the company’s enterprise software inventory. The secondary-market route can be relevant to organizations maintaining older messaging infrastructure or seeking a non-current version. Transferability, agreement structure and the availability of whole licence packages determine whether a particular transaction can proceed.

• Database software licensing

  Microsoft SQL Server licences

  Discount-Licensing also handles eligible Microsoft SQL Server volume licences. These may appeal to organizations that need to maintain a specific database version or deployment model while controlling licensing expenditure. As with the company’s other offerings, the relevant transfer rights and the exact contents of the available agreement govern the transaction.

• Enterprise resource planning software licensing

  SAP software licences

  In addition to Microsoft products, Discount-Licensing has traded in SAP licences. The company’s SAP activity follows the same broad secondary-market principle: sourcing licences from organizations with surplus or unwanted entitlements and making eligible rights available to another customer, subject to contractual and legal transfer requirements.

• 2007

  Continuation of transfers after Microsoft resale restrictionsStrategy

  Background

  Microsoft introduced terms in October 2007 intended to prevent resale of licences issued after that date.

  Action taken

  Discount-Licensing continued to facilitate transactions for licences it considered transferable, using more complex legal and corporate-transfer structures where necessary.

  Aftermath

  The secondary market remained operational but transfers became more dependent on the wording, date and ownership structure of each licence agreement.

  Source

• 2006

  Adoption of the Discount-Licensing corporate identityStrategy

  Background

  Disclic Ltd had established a business based on brokering used software licences at prices below those of newly issued licences.

  Action taken

  The company changed its name to Discount-Licensing.com Ltd, making its secondary-market and discount proposition more explicit.

  Aftermath

  The business continued operating as a specialist broker and vendor of transferable enterprise software licences.

  Source

1. 1Discount-Licensingen.wikipedia.org