When a reseller signs terms you never saw: what to do first
The first step is retrieval, not analysis. Ask the reseller, in writing, for the exact document it signed — not a summary, not a portal link. Until you hold that text, you cannot know which terms bind you, whether a deadline inside it has already started, or which rights survive it regardless of what it says.
The legal basis
European law does not leave this entirely to the wording the reseller accepted. Directive 2009/24/EC sets a floor of protection for the lawful acquirer of a computer program, and that floor cannot be removed by a contract you never negotiated, whoever put their name to it. This is the one anchor that applies regardless of the reseller's own paperwork.
It does not tell you whether the specific clause the reseller accepted is otherwise enforceable. It tells you only that a minimum set of protections attaches to the software itself, separately from the contract wrapped around it.
What this changes in practice
A reseller's signature usually binds the reseller, not you — unless your own agreement with the reseller says otherwise, through a pass-through clause, an assignment, or a description of the reseller as your agent. Read your own contract with the reseller before you read the one it signed with the vendor.
The practical risk here is timing, not validity. If the vendor's terms started a notice period, an audit window, or a renewal deadline on a date nobody in your organisation tracked, that clock may already be running against you. A right you could otherwise have used simply expires unused, and no one on your side notices until it is too late to act.
There is also a liability question hiding underneath. If the software fails to perform, whether you can claim against the vendor directly, or only against the reseller, depends entirely on the chain of contracts — not on which entity happened to click "accept".
What to do first
- Procurement or IT lead: request the exact signed or accepted document from the reseller, in writing, with a short deadline for a written reply.
- Whoever owns the deployment: pause any rollout, renewal, or expansion of use until the document is in hand and reviewed.
- In-house counsel or your external adviser: compare the retrieved document against your own master agreement with the reseller to establish which one actually governs the software.
- Contracts team: list every date already mentioned in the document — start date, renewal date, notice window — and calendar each one immediately, before working out whether it even applies to you.
- Whoever owns the vendor relationship: confirm in writing whether the reseller acted as agent, distributor, or independent contracting party. This determines whose signature actually matters.
- In-house counsel: check whether any clause purports to remove rights that a lawful acquirer of the software keeps regardless of what the contract says, under Directive 2009/24/EC.
Who decides, and on what evidence
The first decision is internal. Your own contracts function decides, on the strength of the document you retrieved, whether the reseller had authority to bind you and whether a flow-down clause applies. No external body is involved at this stage, and none should be, until the internal picture is clear.
Evidence carries weight in a fixed order. The signed or accepted document outranks any summary of it. A summary outranks a sales deck. A sales deck outranks a verbal assurance from the reseller's account manager. Build your file in that order, and discard nothing along the way.
| Stage | Who decides | What it looks at |
|---|---|---|
| Internal review | Your contracts or legal function | The retrieved document, your master agreement, and the reseller's stated capacity |
| Dispute with the reseller | The forum named in your agreement with the reseller, or a court of competent jurisdiction if none is named | Which party had authority to accept terms, and on whose behalf |
| Dispute over the software itself | A court or arbitral tribunal applying the governing law of the licence | The licence terms, and any right under Directive 2009/24/EC that survives them |
Depending on your situation
If your own agreement with the reseller describes it as your agent, the vendor's terms most likely bind you directly, and the retrieval step above is not optional. It is the only way to know what you actually agreed to.
If the reseller acted as an independent contracting party rather than your agent, the vendor's terms may bind the reseller alone, and your remedy runs through your contract with the reseller instead — a different document, a different forum, and possibly a different outcome.
A comparable visibility gap arises when an asset sits in a platform's custody instead of behind a reseller's signature. The sequence for that variant is set out in When custody is held by a platform step by.
If your organisation falls within scope of Directive (EU) 2022/2555 (NIS2), a reseller's terms that weaken your supply-chain security obligations become your own compliance gap, not merely a commercial risk sitting between two contracting parties.
Related situations
A related sequencing problem appears when a counterparty invokes a contractual right without following its own notice procedure: see When an audit right is invoked without notice.
Sources and limits
This page does not tell you whether the specific clause the reseller accepted is enforceable in your jurisdiction, or whether the reseller had actual authority under agency law to bind you. Both questions require the actual document and the agreement sitting behind it, read together, not read in isolation.
It also does not resolve whether the reseller was entitled to accept terms on data protection grounds. If personal data moves through the same arrangement, a separate question arises about the lawful basis for that processing; see Legitimate interest assessment in practice for how that assessment is normally structured.
Establishing who actually signed on the reseller's behalf, and in what capacity, is closer to a factual question than a legal one. Where the counterparty sits in Austria, that groundwork is described in Counterparty in Austria and its limits in practice.
Confirming that the document you hold is the one actually filed or registered, rather than an earlier draft, is a separate check again; see Document in Austria step by step for that sequence.
Checked 4 March 2025 against Directive 2009/24/EC on the legal protection of computer programs and against Directive (EU) 2022/2555 (NIS2), as published on EUR-Lex and on the European Commission's digital strategy pages respectively.
If you want a second read of the actual document once you have retrieved it, send it to us. We reply during business hours within minutes, and any engagement is priced within one working day.
Frequently asked questions
What is the first step when a reseller signs terms you never saw?
Retrieve the exact document, not a summary. Until you have the text itself, you cannot assess whether it binds you, what deadlines it starts, or which rights survive it regardless of its wording.
Which deadline is already running?
Not one set by EU law, but the one written into the document itself — whatever notice period, renewal date, or audit window it names. If you have not obtained the text, you do not yet know whether that clock has started, and that uncertainty is itself the exposure.
Who decides, and on what evidence?
First, your own contracts function, on the strength of the retrieved document and your agreement with the reseller. If the dispute escalates, a court or arbitral tribunal applying the governing law decides, taking into account any right that Directive 2009/24/EC keeps outside the reach of the contract.