Reed Smith Client Alerts

Earlier this year, a Court of Appeal decision in Computer Associates UK Ltd v. The Software Incubator [2018] EWCA Civ 518 confirmed that software does not constitute ‘goods’ within the meaning of the Commercial Agents (Council Directive) Regulations 1993 (the Commercial Agents Regulations), reversing the previous High Court decision in the same case.


The Commercial Agents Regulations, terms of which are implied into all relevant commercial agency agreements, govern the relationship between principals and commercial agents. For the purposes of the Commercial Agents Regulations, a commercial agent is anyone who is a ‘self-employed intermediary’, whether natural person, company or partnership, and who has authority to negotiate ‘the sale or purchase of goods’ on behalf of another. The Commercial Agents Regulations offer certain types of protection for commercial agents, including entitlement to remuneration as well as entitlement to compensation or an indemnity on termination of the commercial agent’s contract (see our previous client alert).