Click-Wrap Software Licence Agreement (B2B)
This Click-Wrap Software Licence Agreement is designed for business-to-business use with software that is distributed electronically via download instead of on physical media. The End User Licence Agreement or “EULA” set out in this document is between the developer-owner of the software and the end user.
It is important to note that this EULA is not designed for situations in which the software is sold directly to the end user by the licensor. This template is drafted on the basis that the software is sold by another party such as a reseller for a one-off (non-recurring) licence fee. The contract of sale between the reseller and the user, therefore, would be a separate document.
The software is licenced for business use under this EULA. The licence can be for a single installation of the software or multiple installations for a specified number of authorised users. In the latter scenario, the licensee is obligated to supervise the use of the software and ensure that users comply with the EULA.
This software licence template is designed for use with standard, off-the-shelf software, rather than bespoke software. It states that the software is not designed to meet the specific requirements of any particular end-user and is thus not suitable for use with bespoke applications.
It is also important to note that this EULA is not designed for use with software that incorporates services to be provided by the licensor such as personal data processing on the licensee’s behalf; services covered by the NIS Regulations 2018 (operators of essential services or relevant digital service providers); or other forms of online platform such as online intermediation services or video sharing platforms.
The EULA clearly establishes the ownership of the software and accompanying documentation and grants a limited, non-exclusive licence to the licensee to use it. Options are included in the template for a range of variables including single vs multiple installs, the making of copies for backup purposes, and the transfer of the software to other parties.
A number of restrictions and undertakings are incorporated, designed to protect the licensor’s intellectual property while maintaining a fair balance. Decompiling and reverse-engineering are permitted to the extent allowed under the Copyright Designs and Patents Act 1988. Note that the position in this EULA reflects the statute and cannot be excluded.
A limited warranty is provided, giving the licensee some remedies with respect to defective software within a defined period. Certain types of liability are excluded entirely, with a cap on other forms.
Data protection is addressed with a simple reference to a separate privacy policy. As noted above, this is not designed for a scenario in which the licensor will be processing personal data on the licensee’s behalf (for example, as part of a service bundled with the software). It is instead designed to cover the licensor’s use of the licensee’s personal data primarily for the purposes of administering the licence.
Alternative versions of this EULA template are available for shrink-wrap software and for both click-wrap and shrink-wrap software designed for personal use by consumers.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
This Click-Wrap Software Licence Agreement contains the following clauses:
1. Definitions and Interpretation
2. System Requirements
3. Accepting or Rejecting this EULA
4. Ownership of the Software and Documentation
5. Grant and Scope of Licence
6. Licence Restrictions
7. Transfer
8. Licensee’s Undertakings
9. Limited Warranty
10. Limitation of Liability
11. No Other Warranties of Liability
[12. Changes to this EULA]
13. Term and Termination of this EULA
14. Privacy and Data Protection
15. Notices
16. Assignment
17. No Waiver
18. Entire Agreement
19. Severance
20. Law and Jurisdiction
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