Software License Agreement in Netherlands: Template, Key Clauses and Local Law (2026)

A software licence agreement in the Netherlands is a contract where the rights holder lets a user run software on defined terms, without transferring ownership of the code. In the Netherlands software is protected by copyright under the Dutch Copyright Act (Auteurswet), which lists computer programs and their preparatory design material among protected works in Article 10. The Auteurswet implements the EU Software Directive (2009/24/EC), and that directive layer gives lawful users certain rights that a licence cannot take away. Getting those right is the first task. This page explains what belongs in a Dutch software licence, the local-law points that shape the draft, and a simple outline. It is general information, not legal advice. ## How Dutch copyright shapes a software licence Because software is protected by copyright, a licence grants permission to use rather than selling the code. The Auteurswet implements the Software Directive in Articles 45h to 45n, and two points follow: - Lawful-user rights cannot be excluded. The lawful user may make a back-up copy where necessary, observe and study the program to understand the ideas behind it, and decompile it for interoperability within limits. These rights survive contrary contract terms, so a licence cannot draft them away.

• Exhaustion and resale. Under the Court of Justice ruling in UsedSoft (C-128/11), the first sale of a copy of a program in the EU, including a copy downloaded with a perpetual licence, can exhaust the distribution right, allowing resale of the used licence under conditions. A clause that purports to ban all resale may not hold for a genuine sale. Dutch contract law then fills in the rest, including the reasonableness and fairness principle (Article 6:248 BW) and the general-terms rules (Articles 6:231 to 6:247 BW) where standard terms are used. ## Key clauses in a Dutch software licence ### Grant and scope State the licence type (non-exclusive is usual), permitted use, number of users or installations, territory and term, and whether it is perpetual or subscription. ### Restrictions Set out what is not allowed, while respecting the lawful-user rights on back-up, study and decompilation for interoperability. ### Delivery, acceptance and maintenance Cover delivery, any acceptance testing, and whether maintenance, updates and support are included or sold separately. ### Ownership and third-party components Confirm the licensor keeps ownership, license any third-party and open-source components, and flag open-source obligations. ### Warranties Address conformity and non-infringement. Note that general terms must be made available to the other party under Articles 6:233 and 6:234 BW, or they can be annulled. ### Liability and caps Set a realistic cap and keep a carve-out for intent and conscious recklessness, which a Dutch court may read in under reasonableness and fairness; a total exclusion for serious fault is unlikely to hold. ### Audit and over-use If you allow licence audits, define scope, notice and how over-use is charged. ### Term, termination and data Cover termination for breach and the effect on copies and data. Add Article 28 GDPR terms if personal data is processed. ## A simple software licence outline for the Netherlands 1. Parties and definitions

2. Grant, scope and restrictions
3. Lawful-user rights (back-up, study, interoperability)
4. Delivery and acceptance
5. Maintenance, updates and support
6. Ownership and third-party or open-source components
7. Warranties and non-infringement
8. Liability, caps and the intent carve-out
9. Audit and over-use
10. Term and termination
11. Data protection if relevant
12. Governing law and disputes ## Common mistakes to avoid - Restrictions that try to override the lawful-user rights, which are unenforceable.

• A blanket resale ban that may fail for a genuine perpetual-licence sale after UsedSoft.
• Incorporating general terms without making them available, risking annulment.
• A total liability exclusion that a court sets aside for intent or conscious recklessness. ## Keeping licence terms and entitlements straight Software licences accumulate across editions, user counts, maintenance terms and audit rights, often amended over years, and the entitlement that was granted is easy to lose track of. Holding each licence and its amendments in one workspace, with the grant, user limits, maintenance scope and audit terms visible and renewal dates tracked, makes compliance and renewals far easier to manage. Adira is one AI workspace to draft, review, track and govern contracts; its depth outside India is on its roadmap, so verify Dutch coverage before relying on it for a Netherlands-governed licence. More at Adira.