Click-Wrap Software Licence Agreement (B2C)

This Click-Wrap Software Licence Agreement is designed for business-to-consumer 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. This is particularly important in the business-to-consumer context as key consumer rights arising out of the Consumer Rights Act 2015 which would be required in a contract of sale are not addressed.

The software is licenced for personal, non-commercial 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.

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. Liability-wise, the licensor accepts liability for damage and losses that are foreseeable and for damage to the consumer’s devices or digital content caused by defective digital content supplied by the licensor (such as free updates or patches). Liability for business losses is excluded.

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.

Over and above the B2B version of this document, an optional Alternative Dispute Resolution clause is included. While not necessarily required in this context, providing helpful information about the availability of ADR may be a positive step for consumer-friendliness.

Alternative versions of this EULA template are available for shrink-wrap software and for both click-wrap and shrink-wrap software designed for business use.

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. Software Updates
10. Limited Warranty
11. Limitation of Liability
[12. Changes to this EULA]
13. Term and Termination of this EULA
14. Privacy and Data Protection
15. Notices
16. Assignment
17. Other Important Terms
[18. Alternative Dispute Resolution]
19. Law and Jurisdiction

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