Q&As

Is it legally possible to ‘pass through’ warranties and indemnities from a third party software licensor to the eventual licensee? If so, how?

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Produced in partnership with Craig Armstrong of Shoosmiths
Published on: 11 October 2017
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The answer to this Q&A is based on standard contractual principles, rather than any software-specific legislation and focuses on an arrangement under which a licensor of software engages a reseller to distribute software to end-users.

Typically, a software reseller will have an arrangement with the licensor whereby either:

  1. •

    the reseller puts in place an End user licence agreement (EULA) between the end user and the licensor. The content (and typically the form) of the EULA is dictated by the licensor and typically the EULA is not negotiated by the end user, or

  2. •

    the reseller enters into a direct sublicence with the end user which flows down the provisions of the reseller’s agreement with the licensor

The approach of putting in place a EULA between the licensor and the end user, effectively removing the reseller from the equation, is a common approach adopted by the large software licensors such as Microsoft, SAP and

Craig Armstrong
Craig Armstrong

Partner, Shoosmiths

Craig is an IT & Tech within Shoosmiths’ Commercial team and advises on a wide range of IT and sourcing matters across a wide range of industry sectors with a particular focus on the IT, financial services and retail sectors. Craig's diverse experience includes negotiating IT infrastructure and desktop outsourcings, ERP and CRM system procurements, complex IT-centric and business process outsourcings (both onshore and offshore), negotiating software implementation, licensing and support agreements, and advising on contractual arrangements relating to e-commerce trading platforms and co-branded financial services on behalf of financial institutions and retail partners. Craig also has niche expertise within financial services and advises on merchant acquiring, co-branded and affinity products, customer account value added services and other commercial contracts within the retail financial services sector. Craig is ITIL certified, the leading global best business practice for IT Service Management.

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Jurisdiction(s):
United Kingdom
Key definition:
End user definition
What does End user mean?

The individual or organization that originates or is the final recipient of information carried over a network (ie the consumer).

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