Buying licenses doesn't buy perpetual ownership

It’s becoming harder to talk about enterprise software without acknowledging that many vendors no longer sell certainty. Instead, they deal in terms they reserve the right to revisit. In other words, buying licenses from software vendors guarantees very little in today’s enterprise world. 

 

Just take the recent series of high-stakes disputes involving Broadcom and its VMware business. First, there was the Dutch court order requiring Broadcom to continue supporting a customer’s VMware software during migration, having rejected a steep subscription-driven price increase, and now we have Tesco’s £100 million claim in the UK High Court. Despite how it may look, neither of these cases is really about obscure clauses buried in contracts. They are about power, dependency, and leverage. 

 

Organisations will only take their grievances to a courtroom when commercial pressure and vendor control make operating without forced concessions untenable. Many enterprises now find themselves struggling to keep critical systems running – not because the technology has failed but because the commercial terms behind that technology have changed without regard for operational reality.  

 

Broadcom’s recent disputes are not isolated events. They point to a broader pattern that many CIOs and procurement teams are having to confront: buying a product licence no longer guarantees feasible perpetual ownership. 

 

 

Licensing certainty has been hollowed out 

In its claim against Broadcom, VMware, and reseller Computacenter, Tesco alleges that longstanding perpetual licences were effectively undermined when Broadcom “end-of-life” those licences and made support available only through bundled subscription products. The issue here wasn’t simply that costs increased or the service model changed; it was that continued support became conditional on accepting a commercial model Tesco hadn’t signed up for. For Tesco, this is not a marginal commercial disagreement. The software involved hosts approximately 40,000 server workloads, connecting to tills across its stores. The court filing warns that the dispute could affect the supply of groceries to consumers across the UK and the Republic of Ireland.  

 

Fidelity Investments, through its technology subsidiary, also filed a suit in November 2025 alleging that Broadcom required it to migrate to a larger, more expensive subscription bundle or face loss of access to business-critical VMware. In court filings, Fidelity warned that loss of access could cause “enormous” harm, including outages, disruption to customer account services, and loss of internal operational capabilities. 

 

Unlike Tesco, Fidelity was already on a subscription service. Its risk wasn’t going unsupported; it was being forced into a bigger, costlier bundle or losing access to the software entirely.  

 

That distinction exposes something more fundamentally risky about the subscription model itself: even if the terms are initially fair, at the end of every term, the vendor can reprice, re-bundle, or restructure whatever term it chooses. The exposure resets with every renewal.  

 

What this means is that in practice, commercial strategy is now playing a decisive role in determining software product access, regardless of how customers understood their original agreements. 

 

 

Reseller chains don’t protect customers

Tesco did not purchase VMware licences directly from VMware or Broadcom. It procured them through Computacenter, which sourced the software via a VMware distribution relationship with Dell. That structure functioned as expected until Broadcom changed how VMware products, renewals, and support were made available through partners following the acquisition. At that point, no single party in the chain could independently deliver software or support on the terms originally assumed. 

 

What followed was not a single bilateral dispute, but a set of related legal actions involving Tesco, Broadcom/VMware, Computacenter, and Dell. The significance of this is operational rather than legal. Once upstream product availability, renewal terms, or support policies change, responsibility is spread across multiple parties, none of which has full control over the outcome for the customer. Ultimately, intermediaries are beholden to vendors; they can only sell or renew the products that vendors make available. 

 

This creates a form of dependency which many organisations fail to consider. Customers may hold contracts with resellers and distributors, but the practical value of those contracts is ultimately governed by upstream vendor decisions. Not only does this complicate procurement, but it also undermines planning confidence and concentrates risk in ways most enterprises were not designed to manage. 

 

 

Migration and vendor timelines rarely align 

The lawsuit in the Netherlands, meanwhile, reinforces this dynamic from a different angle. Here, a court ordered VMware and Broadcom to continue providing support to the Dutch Ministry of Infrastructure and Water Management (Rijkswaterstaat) while it phases out VMware products and migrates to an alternative platform. The agency argued that Broadcom’s post-acquisition subscription model would have increased its annual costs by around 85 per cent. For some European customers, that would have been a relief… increases of between 800 and 1,500 percent have been reported across the continent.  

 

Even where customers are free to leave contractually, migrating away from deeply embedded enterprise software takes time. Complex environments evolve over years, sometimes decades, and cannot be unwound on commercial timelines measured in quarters. Changes toward bundled, subscription-centric licensing compress decision-making into windows that many organisations cannot realistically meet without accepting undue amounts of risk. 

 

But while courts can mandate temporary continuity, they cannot simplify migrations or remove the operational burden of change. 

 

 

Litigation is a symptom, not a solution 

When companies resort to legal action, it’s usually because their options have narrowed. Negotiation has stalled. Internal mitigations can only go so far. Architectural change may be necessary, but rarely on a timeline that protects day-to-day operations. By the time a dispute reaches a courtroom, operational continuity is often already under pressure. 

 

That pattern is visible across the Tesco, Fidelity, and Dutch cases. Legal action emerges only once continued access to software or support is at risk, and often before a controlled migration is realistically achievable. Courts can adjudicate contracts, and sometimes they must. But a ruling cannot unwind years of dependency, nor can it restore flexibility once commercial terms have changed faster than environments can adapt. Litigation is also expensive, slow, and uncertain. It’s not a tool CIOs want in their toolkit, and no IT leader wakes up in the morning planning to litigate over infrastructure software.  

 

What these cases expose is desperation, caused by an imbalance of control. Enterprise software is not simply a technical platform; it is a commercial dependency with strategic consequences. For a long time, organisations assumed licences came with predictable renewal paths and stable support horizons. Not anymore. Licensing can be reshaped mid-lifecycle, support can be bundled or withdrawn, and renewals can increasingly reflect vendor priorities rather than customer readiness. 

 

In that environment, maintaining operational stability becomes a matter of timing as much as technology. Organisations still need systems to run, be secured, and be supported, even while they evaluate alternatives, plan migrations, and reassess vendor relationships. Support models that are decoupled from a vendor’s commercial strategy create the space to do that work deliberately, rather than under duress. 

 

Third-party software support makes this possible by preserving continuity while critical roadmap decisions are made on the organisation’s own timeline. It allows systems to remain supported without forcing immediate alignment to licensing models or product bundles that may not reflect current business needs. 

 

 

You have choices, and timing matters 

Waiting for renewals, vendor direction, or legal outcomes is not a strategy. It is a reaction, and reactions made under pressure rarely lead to good outcomes. 

 

The era of licence permanence is over. Control of enterprise software environments now has to be secured deliberately, on timelines set by the organisation rather than imposed externally – with agency preserved even when vendor behaviour challenges it. 

 

---

 

Iain Saunderson is CTO at Spinnaker Support

 

Main image courtesy of iStockPhoto.com and champpixs