You cannot use a upgrade disc (retail or digital download) to install Windows 7 if you originally had Vista (Dell Direct OEM) and then changed the motherboard. You need to buy either a Windows 7 Full (not Upgrade) retail or a Windows 7 full System Builder's OEM copy.
Once you installed a new motherboard you invalidated the Direct OEM copy. Without a valid previously installed O/S, a upgrade will not take.
Note: System Builder's OEM copies (like Direct OEM copies) are tied to a motherboard. Unless your motherboard is defective and/or you get a exact replacement, you cannot use it again. You probably will need to call Microsoft when the motherboard is replaced. Retail versions of Windows may be used more than once (but only one computer at a time).
This is why you should read EULAs before you agree to their terms.
edit: typos and more typos