SDL v. State of the Netherlands was a dispute between SDL Netherlands B.V., the developer of the Tridion web content management software, and the Dutch State over whether government ministries had used the software beyond the scope of their licences. After a compliance review begun in 2018, SDL sued for damages for copyright infringement. The Hague District Court dismissed the claims in November 2023, and the Hague Court of Appeal affirmed in July 2025, holding that licences describing the configuration as “unlimited” allowed the ministries to install the software more than once within their organisations.[1][2]
Background
SDL, then trading as Tridion Development Lab B.V., developed software that included a “blueprint” function for giving website publications a uniform appearance. On 29 March 2001 the State and Tridion agreed a licence for use by 25 central government entities and some sub-entities, including the then Ministry of Justice. The Tridion License Certificate granted a perpetual right to use the software “for Licensee’s internal business needs”, allowed copying only “for backup or archival purposes”, and prohibited licensees from exceeding “the number of licenses set forth in the Product Order Form”. The 2001 order form described a basic configuration of a management server, a development server and a presentation server.[1]
In 2005 the Ministry of Justice and the government’s IT service organisation signed an additional licence that converted the temporary licences in use into a perpetual licence. Its table gave the quantity for “configuration” as “unlimited”. It defined an “Enterprise Licence” as one without limits on users, work domains or publications and configuration, specifically and exclusively for the internal processing needs of the Ministry of Justice. It also contained a changed-circumstances clause, under which the parties would agree an upward adjustment of the fee if the ministry grew substantially through reorganisation, and a merger clause, under which an audit would fix the licences in use and the unlimited licence would end if the ministry merged with another government body.[1]
In 2014 SDL and the Ministry of Infrastructure and the Environment, which included Rijkswaterstaat, signed an order form describing “An unlimited license without limitation in quantity (Named Users and/or Publications and/or CPU’s) exclusively for the internal processing needs of Licensee in its current form … and limited to the Foundation as purchased”. Between 2009 and 2014 hosting for the ministries moved between successive government shared service centres, and from at least November 2015 to July 2016 a second “Blueprint II” platform ran alongside the first for the Ministry of Security and Justice.[1]
The dispute
Suspecting non-compliance, SDL began reviewing use of the software in early 2018. On 4 April 2019 it reported non-compliance to the government shared service centre, and discussions failed to produce agreement. A presentation SDL showed during those talks described the enterprise licence as “no limits, but only for internal needs of the Ministry of Justice”.[1]
SDL then sued for damages for copyright infringement through use outside the licence terms.[1] Before the District Court it advanced several heads of claim, including:[2]
| Claim | Amount sought |
|---|---|
| Additional licence fee because the merger clause had applied when the Ministry of Justice became the Ministry of Security and Justice in October 2010 (primary claim) | EUR 1,411,538 |
| Fee adjustment under the changed-circumstances clause, in the alternative | EUR 445,375.55 |
| Unlicensed use of a second Blueprint platform and a further configuration alongside the Rijkswaterstaat configuration | EUR 799,217.60 |
| Publications that did not serve the Ministry of Justice’s internal needs, at EUR 1,750 each | EUR 38,500 |
SDL argued that “unlimited” applied only to filling a single configuration with content, so that a second installation needed a second licence and breached the clause allowing only backup copies. The State argued it had bought organisation-wide licences that could be installed as often as needed, limited only by the internal-needs restriction and the merger and changed-circumstances clauses.[1]
Decision or outcome
District Court, 2023
The District Court dismissed all claims. It held that, given the words “number” and “unlimited”, the software could be rolled out without restriction across the State’s hardware so long as this served the internal processing needs of the Ministry of Justice, which was supported by the enterprise licence definition and by SDL’s own presentation. The brakes on the State’s use were the enterprise character of the licence and the changed-circumstances and merger clauses.[1] For ten of the publications SDL identified, the State admitted it had gone beyond the licence, and the court held that EUR 35,000 was owed for them, being ten-elevenths of SDL’s EUR 38,500 claim. It nevertheless did not order payment, because SDL had refused to provide its bank account number and was therefore in creditor’s default.[2] It also rejected the claims under the 2014 order form.[1]
Court of Appeal, 2025
On appeal SDL pursued only the EUR 799,217.50 claim for the additional installations. The Court of Appeal affirmed. Applying the Dutch standard of interpretation, which looks to the meaning the parties could reasonably give to the terms in the circumstances, it noted that the agreements were drafted by SDL and not negotiated.[1]
- “Unlimited” overrides the backup-copy limit. Even if “configuration” meant the software itself, the ministry was free to install it more than once. The 2005 licence stated the quantity of the configuration as “unlimited”; SDL had not claimed this was a mistake the State should have recognised, and the State could reasonably understand it as a right to install the configuration an unlimited number of times. The court agreed with the District Court that this provision removed the standard restriction to backup and archive copies.[1]
- Growth had its own mechanism. The 2005 licence contained express changed-circumstances and merger clauses requiring a further settlement for more intensive internal use under specific conditions, so the State did not have to understand that it was also barred from installing the software more than once.[1]
- Doubt against the drafter. Any remaining doubt was to be resolved against SDL as drafter. That officials at another ministry may have read a licence SDL’s way did not change this.[1]
- The 2014 order form. The words “limited to the Foundation as purchased” limited the licence to the software bought, not to one installation. If SDL had wanted an unlimited organisation-wide licence that could still be installed only once, it should have said so clearly as drafter.[1]
An argument based on the maintenance contract, first raised at the appeal hearing, was rejected as too late. SDL was ordered to pay the costs of the appeal.[1]
Significance for software licensing and SAM practice
The case is an example of a vendor’s compliance review of a public-sector customer that turned on the wording of the vendor’s own licence documents. Because SDL claimed copyright infringement, the question whether use was licensed decided the outcome, and the courts answered it by contract interpretation.[1]
- Enterprise grants and standard terms. A generic licence certificate allowing only backup copies sat alongside order-form tables saying “unlimited”. The courts gave priority to the specific order-form terms.[1]
- Reorganisations. Government reorganisations, mergers of ministries and changes of shared service provider were central to SDL’s larger claims. Those claims were dismissed and not appealed, so the appeal judgment does not address them.[1]
- Use for others. The internal-needs restriction still had effect: the State admitted that ten publications fell outside it.[2]
Lessons learned
- Read “unlimited” or enterprise grants together with the order form tables. The courts held that “unlimited” against “configuration” removed the standard backup-copy restriction and allowed multiple installations.[1]
- Doubts in vendor-drafted licence terms may be resolved against the vendor as drafter. The Court of Appeal applied this expressly to SDL’s non-negotiated licence documents.[1]
- Merger and changed-circumstances clauses were the agreed mechanism for repricing growth. Their presence was a reason not to read a further restriction on installations into the licence.[1]
- Use outside the licensed organisation’s own internal needs can still be a breach. The State admitted ten publications beyond the licence, and the District Court held EUR 35,000 was owed for them.[2]