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B2B Browse-Wrap Software Licence Agreement Template

Browse-Wrap Software Licence Agreement (B2B)

BS.IT.19

This updated document replaces the Web-Wrap Software Licence Agreement. Previous users of the Web-Wrap EULA now have a choice between the Click-Wrap EULA and this Web-Wrap EULA.

This Browse-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 or supplied directly to the end user by the licensor. This template is drafted on the basis that the software is sold or supplied by another party such as a reseller for a one-off (non-recurring) licence fee. With adaptations, it is also suitable for software distributed by such a party for free. The contract of sale or supply between the reseller and the user, therefore, would be a separate document.

A browse-wrap licence is designed for acceptance through use, rather than the user taking some affirmative step (such as checking a box) to indicate their acceptance. It is important to note that browse-wrap EULAs may not amount to contracts. Authorities including the Law Commission have observed that, while a browse-wrap licence would still be a licence under copyright law, it may not constitute a contract in the view of the courts. As such, while terms referring to licence fees have been incorporated as options in this document, it may be preferable to use it only for free software. Note that such concerns would not apply to a Click-Wrap EULA.

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.

An optional 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 click-wrap and shrink-wrap software and. All “wrap” EULAs are available in B2B and B2C versions.

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. Note that this document contains a large number of options. Clause numbering will update automatically, but cross-references to numbered clauses within the text will not and must be altered manually.

This Browse-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

This document is unlocked and in .doc format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

Once you have purchased access to the appropriate document folder click on the “Download Document” link below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.

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